End User License Agreement

This End User License Agreement ("EULA") constitutes a binding legal contract between the end user ("You") and the software publisher ("Author"). By downloading, installing, using, or copying the Software, You acknowledge that You have read, understood, and agree to be bound by the terms of this EULA.

Clause 1 - Definition

For the purposes of this EULA, the following terms shall have the meanings set forth below:

  • "Software" refers to the REQCHECKER™ software product developed and owned by the Author, including its associated component REQCHECKER™ Add-in for Microsoft Word, all executable code, scripts, configuration files, and any related materials delivered with it.
  • "License" means the right granted to You under this EULA to install and use the Software in accordance with the terms and conditions herein.
  • "Author" refers to the company KHILOGIC EI, a French entity registered under RCS number 814 999 629, which owns all intellectual property rights in the Software.
  • "You" means the individual or legal entity acquiring a License and using the Software as the final end user.
  • "Maintenance" means the separately purchased right to access (i) corrective updates, (ii) evolutionary upgrades, and (iii) technical support strictly for the purpose of enabling and producing such updated versions of the Software. Maintenance grants access to these deliverables but does not constitute a service provision, consultancy, or development work performed on behalf of You.
  • "End of Maintenance" means the expiry date of the Maintenance period, after which no further updates, upgrades, or technical support will be accessible unless Maintenance is renewed.
  • "Upgrade" means a new version of the Software that includes substantial enhancements, new features, or technical improvements, which may be delivered as part of Maintenance or require a separate purchase depending on the License type.
  • "Licensed Node" means the hardware configuration (physical or virtual) on which the Software is executed at a given time, as identified through technical characteristics such as processor, motherboard, network card, system identifiers, or any other parameters used by the Software to determine the identity of the machine. For node-locked License types, the Licensed Node is permanently and irrevocably bound to the License upon the first activation of the Software on that hardware configuration. Any substantial modification, replacement, cloning, or migration of that hardware automatically invalidates the License. For floating License types, the Licensed Node is determined dynamically for the duration of the checkout of a License token. The Licensed Node binding remains in effect only while the token is in use and is released upon the return of the token to the License pool, allowing subsequent execution on a different machine in accordance with the floating License rules.

Acceptance of the EULA: By downloading, installing, copying, or using the Software, You agree to be bound by this EULA. If You do not agree to the terms, You must not download, install, copy, or use the Software.

Clause 2 - License Conditions

THIS DOCUMENT CONSTITUTES A LICENSE TO USE THE SOFTWARE UNDER THE TERMS AND CONDITIONS SET OUT BELOW. THE SOFTWARE IS LICENSED, NOT SOLD. The Software is protected by French law and applicable international copyright treaties.

2.1. General License Grant

Subject to Your compliance with this EULA and the specific conditions applicable to the type of License You have acquired, the Author grants You a limited, non-exclusive, non-transferable, revocable License to install and use the Software strictly in accordance with this EULA.

The rights granted are determined exclusively by the type of License purchased (REQCHECKER™ FREE, REQCHECKER™ TRIAL, REQCHECKER™ PRO, REQCHECKER™ EXPERT). Any use exceeding the scope of the applicable License is strictly prohibited.

2.2. Common Restrictions Applicable to All License Types

Regardless of the License type, You are expressly prohibited from performing any of the following actions:

  • Distribution and Commercialisation: You may not resell, charge for, sub-license, rent, lease, loan, distribute, or otherwise make the Software available to any third party without the Author's prior written consent. The Author may withdraw such consent at any time and for any reason.
  • Modification and Derivative Works: You may not repackage, translate, adapt, modify, alter, combine, or create derivative works based on the Software, whether in whole or in part.
  • Prohibited Uses: You may not use the Software to engage in unlawful activities or permit third parties to do so.
  • Transfer and Assignment: You may not transfer, assign, sublicense, distribute, lease, loan, or otherwise convey the Software, the License, or any rights or obligations arising under this EULA to any other individual or entity.
  • Reverse Engineering: You may not decompile, disassemble, reverse-engineer, or attempt to discover the source code of the Software, except to the limited extent expressly permitted by applicable mandatory law.
  • Sub-licensing: You are not permitted to grant any sub-licenses of the Software under any circumstances.
  • Backup Copy: You may create one backup copy of the Software solely for archival purposes. This copy may not be installed or used on any device other than the Licensed Node (where applicable).
  • Compliance and Audit: The Author reserves the right to verify Your compliance with this EULA. In case of breach, the Author may terminate the License immediately and pursue any appropriate remedies.

2.3. Additional Restriction for REQCHECKER™ FREE License

For the REQCHECKER™ FREE License, the following additional restriction applies:

  • Non-commercial Use Only: You may not use the Software in any corporate, professional, or commercial environment.

2.4. Node-Locked License Model (REQCHECKER™ FREE, REQCHECKER™ TRIAL, REQCHECKER™ PRO, REQCHECKER™ EXPERT)

The above License types operate under a node-locked model, which binds the use of the Software to a Licensed Node as defined in this EULA. Under node-locked License types, the Licensed Node binding is permanent and irrevocable.

The following additional conditions apply:

  • Single Device Limitation: The Software may be installed and used only on the Licensed Node. Installation or use on any other device without prior written consent from the Author is prohibited.
  • Hardware Binding and Invalidity: The License becomes permanently bound to the Licensed Node upon first activation. Any substantial modification, replacement, cloning, migration, or reconstruction of the Licensed Node automatically invalidates the License. Once invalidated, the License cannot be reused, reactivated, or moved to another device. Any further use of the Software requires the purchase of a new License.

By using the Software, You acknowledge and accept the constraints inherent to the node-locked License model and agree to comply fully with the above restrictions.

2.5. Floating License Model (REQCHECKER™ TEAM, REQCHECKER™ EXPERT Floating)

Floating Licenses operate under a concurrent-use model in which a License token may be temporarily allocated to a Licensed Node for the duration of the Software’s execution. Under this model, the Licensed Node binding is temporary and remains in effect only while the License token is checked out. Once the token is released, it may be allocated to another machine.

The following additional conditions apply:

  • Token-Based Usage: Each License token authorizes execution of the Software by one user on one Licensed Node at a time. Additional simultaneous executions require additional tokens.
  • Temporary Licensed Node Binding: The Licensed Node is determined dynamically when the Software starts and remains bound only for the duration of the token checkout. The release of the token, and thus the termination of the Licensed Node binding, occurs according to the policy of the License Server, which may involve timeout-based release, or any other mechanism defined by the License Server.
  • Concurrent-Use Limitation: You may not execute the Software simultaneously on more Licensed Nodes than the number of valid tokens acquired. Any attempt to bypass or circumvent token allocation is strictly prohibited.
  • License Server Requirement: Floating Licenses require access to a License Server or equivalent authorization mechanism designated by the Author. By default, the License Server must be deployed, hosted, and operated by You, and You are responsible for its installation, configuration, security, and availability. However, if You purchase the optional right to use the License Server hosted by the Author, the License Server will be hosted and operated by the Author, and You will be granted access to it in accordance with the terms applicable to that right of use.
  • Network Connectivity: Operation may require active or periodic connectivity to the License Server. If the Software cannot verify token availability, execution may be blocked until connectivity is restored.

By using a Floating License, You acknowledge and accept the temporary binding of the License token to a Licensed Node and agree to comply with all concurrent-use limitations.

Clause 3 - Intellectual Property and Ownership

The Software is licensed, not sold. This EULA grants You only the rights expressly stated herein. All intellectual property rights in and to the Software, including but not limited to its source code, object code, algorithms, architecture, documentation, updates, upgrades, and any related materials, remain the sole and exclusive property of the Author.

You acknowledge that no ownership rights are transferred to You under this EULA. All rights not expressly granted to You are reserved by the Author. You acquire no rights in the Software other than the limited rights of use defined in this EULA.

REQCHECKER™, KHILOGIC EI, and any associated names, logos, or trademarks are the exclusive property of the Author. Nothing in this Agreement shall be interpreted as granting any license or right to use such trademarks except as necessary for identifying the Software in connection with its lawful use under this EULA.

Clause 4 – Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES NOT EXPRESSLY SET OUT IN THIS EULA ARE HEREBY EXCLUDED. THE SOFTWARE AND ALL ACCOMPANYING FILES, DATA, AND MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

The Author does not warrant or guarantee that the Software will meet Your requirements; that its operation will be uninterrupted, error-free, or free from defects; or that any errors or defects can or will be corrected. The Author makes no representations regarding the performance, accuracy, reliability, completeness, or currentness of the Software or the results obtained from its use. The entire risk arising out of the use or performance of the Software remains solely with You.

Without limiting the generality of the foregoing, the Author expressly disclaims all implied warranties or conditions, including without limitation any implied warranties of merchantability, satisfactory quality, non-infringement, and fitness for a particular purpose.

No advice, information, or recommendation given orally or in writing by the Author, its employees, distributors, or agents shall create or be deemed to create any warranty, and You agree that You will not rely on any such advice or information.

You acknowledge that a trial version of the Software is made available to You for evaluation before any License purchase. By acquiring a License, You confirm that You have had the opportunity to assess the Software, its features, and its suitability for Your intended use, and that You do not rely on any expectation, representation, or warranty other than those expressly stated in this EULA.

Clause 5 – Updates and Upgrades

The Author may update or improve the Software at its sole discretion. Updates and Upgrades may be made available online or through any distribution channel designated by the Author. The frequency, content, and timing of Updates and Upgrades are determined exclusively by the Author, and the Author provides no commitment regarding the delivery of specific features, improvements, or release schedules.

Access to Updates and Upgrades for paid License types (REQCHECKER™ PRO, REQCHECKER™ TEAM, REQCHECKER™ EXPERT) requires an active Maintenance contract. Without active Maintenance, You are not entitled to access, download, install, or use any Update or Upgrade released after the End of Maintenance.

Outside an active Maintenance contract, the Author has no obligation to provide any Updates, Upgrades, technical support, corrections, or modifications of any kind.

Clause 6 – Limitation of Liability

The limitations set out in this Section shall apply regardless of whether any remedy fails of its essential purpose.

6.1. Exclusion of Liability

To the maximum extent permitted by applicable law, the Author shall not be liable for any damages arising from the use or inability to use the Software, including without limitation any loss of data, loss of profits, business interruption, or any direct, indirect, incidental, consequential, special, or punitive damages, even if the Author has been advised of the possibility of such damages.

6.2. Prohibited High-Risk Use

The Software is not designed or intended for use in environments where malfunction or failure could reasonably be expected to result in physical injury, loss of life, or severe property damage. Such use is entirely at Your own risk, and You agree to hold the Author harmless from any claims or losses arising from such misuse.

6.3. Cessation of Business Activities

If the Author ceases its business operations, whether due to insolvency, bankruptcy, or any form of termination of activity, all obligations of the Author under this EULA shall immediately cease, including any obligations relating to Maintenance, support, updates, or other deliverables.

6.4. Acknowledgement of Risks

By using the Software, You acknowledge that You assume all risks arising from its use and that You rely solely on the rights expressly granted in this EULA.

6.5. Limitation of Aggregate Liability

To the maximum extent permitted by applicable law, the total cumulative liability of the Author for any claim arising out of or relating to this EULA, the Software, or its use, whether in contract, tort, or otherwise, shall in no event exceed the total amount paid by You for the License during the twelve (12) months preceding the event giving rise to the claim.

6.6. No Liability for Third-Party Claims

The Author shall not be liable for any claims brought against You by third parties arising from Your use of the Software.

Clause 7 - Termination

All sales are final, and no refund shall be granted once the License has been delivered.

This License remains in effect until terminated. It will terminate automatically and without notice if You fail to comply with any provision of this EULA. Upon termination, You must immediately cease all use of the Software and destroy all copies in Your possession or control.

For node-locked Licenses, the License becomes permanently invalid upon termination. For floating Licenses, all License tokens allocated to You are automatically invalidated upon termination, and You must immediately cease any use of the Software that depends on such tokens.

You may terminate this License at any time by ceasing all use of the Software and destroying all copies in Your possession or control.

Termination does not affect any rights or remedies available to the Author in connection with any breach by You of this EULA.

The provisions of Sections 2, 3, 4, 5, 6, and 8, as well as any provisions which by their nature are intended to survive termination, shall remain in full force after termination of this License.

Clause 8 – Governing Law and Jurisdiction

This EULA shall be governed by and interpreted in accordance with the laws of France, without regard to any conflict-of-law principles that would result in the application of the laws of another jurisdiction.

Any dispute arising out of or in connection with this EULA, including its formation, validity, interpretation, performance, or termination, shall be submitted to the exclusive jurisdiction of the courts of Paris (France), to which the parties irrevocably consent.

Clause 9 – Miscellaneous / General Provisions

9.1. Entire Agreement

This EULA constitutes the entire agreement between You and the Author concerning the Software and supersedes all prior or contemporaneous negotiations, communications, proposals, or agreements, whether oral or written, relating to its subject matter.

9.2. Amendments

This EULA may be amended or updated by the Author at any time. Any modified version shall apply only to new License purchases unless otherwise explicitly accepted by You. Continued use of the Software after acceptance of an updated EULA constitutes Your agreement to be bound by its terms.

9.3. Severability

If any provision of this EULA is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be interpreted or replaced to best achieve the original intent of the parties.

9.4. No Waiver

The failure of the Author to enforce any provision of this EULA shall not be construed as a waiver of such provision or of the right to enforce it at any later time.

9.5. Assignment

You may not transfer or assign this License or any rights or obligations under this EULA. The Author may assign this EULA, in whole or in part, to any affiliated entity or successor in interest.

9.6. Force Majeure

The Author shall not be liable for any delay or failure to perform its obligations under this EULA due to causes beyond its reasonable control, including but not limited to natural disasters, governmental actions, strikes, failures of third-party services, or interruptions of telecommunications or hosting infrastructure.

9.7. Language

This EULA is written in English. Any translation is provided for convenience only. In the event of any conflict between the English version and any translation, the English version shall prevail.

9.8. Third-Party Software Compliance

The Software may include or make use of third-party components, including open-source software. You agree to comply with all applicable third-party licence terms and notices accompanying the Software or otherwise made available by the Author. Such third-party terms form an integral part of this EULA and may grant You rights or impose additional obligations with respect to the relevant components. In the event of a conflict between this EULA and the applicable third-party terms, the third-party terms shall prevail solely for the concerned components.