3.4 Exclusions 

The corrective maintenance / anomalies management does not cover items which are not included in the Service. 

It does not cover: 

• elements not under control of LIGHT AND SHADOWS ; 

• any maintenance scheduled in advance ; 

• a maintenance of network components which are not under the control of LIGHT AND SHADOWS ; 

• if changes are made to the Client's applications without being previously approved by LIGHT AND SHADOWS ; 

• damage caused by the introduction of a virus or similar. 
   

ARTICLE 4- USER SUPPORT 

When the support service is ordered, it consists, for the duration specified in the order form, of technical assistance in the use of the SOFTWARE by mail during working hours and days, i.e. from 9 am to 12 pm and from 2 pm to 5 pm (GMT+1) from Monday to Friday, excluding public holidays and/or non-working days. 
 

ARTICLE 5 - SOFTWARE DELIVERY 

The software is delivered electronically. The SOFTWARE is delivered without source and only in executable or object code version. Except when the service is ordered, LIGHT AND SHADOWS is under no obligation to install, integrate or configure the SOFTWARE. LIGHT AND SHADOWS undertakes to make every effort to deliver it as soon as possible when no delivery date is indicated in the order form. The delivery of the SOFTWARE and/or activation keys and the performance of the services are subject to the full payment of the price thereof. 
 

ARTICLE 6 – SOFTWARE GUARANTEES 

The proper functioning of the SOFTWARE in accordance with its user documentation is guaranteed for 90 days from delivery. Except when a corrective maintenance service is specified in the order form, LIGHT AND SHADOWS is under no correction obligation after this 90-day period. LIGHT AND SHADOWS warrants that the SOFTWARE is original and does not infringe the intellectual property rights of any third party recognized by the laws and regulations applicable in European Union. The SOFTWARE is provided without any guarantees. In particular, LIGHT AND SHADOWS does not warrant that the SOFTWARE is free of errors or malfunctions. LIGHT AND SHADOWS does not guarantee any quantitative or qualitative results or performance other than those indicated in the user documentation. LIGHT AND SHADOWS also does not guarantee the compatibility or interoperability of the SOFTWARE with software or hardware other than that indicated in the required configuration or order form. LIGHT AND SHADOWS does not guarantee upward compatibility with new versions of the software and hardware listed in the system requirements. Specifically, LIGHT AND SHADOWS does not guarantee the compatibility of its Software with the Cave system. LIGHT AND SHADOWS does not guarantee the SOFTWARE in any case of modification of the source code by the CLIENT. 

ARTICLE 7 – SPECIFIC PROVISIONS RELATED TO STIPPLE SOFTWARE - PROHIBITION OF BATCHING 

As far as  the Stipple SOFTWARE is concerned, the CLIENT shall not batch during its use. More specifically, Stipple import feature cannot be used in the final built application at run-time. Import must be done in Unity Editor and must require a manual interaction. However, Stipple Batch is a command line program that can be subscribed separately. Stipple Batch allows to import a pointcloud without user interaction. 

ARTICLE 8- LIABILITIES 

The CLIENT is solely liable for the use of the SOFTWARE and alone bears the risks associated with its use. THE CLIENT acknowledges having received from LIGHT AND SHADOWS all the information relating to the SOFTWARE features so that they can assess its suitability to their needs before ordering. 

More generally, the CLIENT will not use the Software for any purpose that is unlawful or prohibited by these Terms and Conditions. 
 

ARTICLE 9 – TECHNICAL CONFIGURATION REQUIRED 

The software, hardware and networks required to use the SOFTWARE not supplied by LIGHT AND SHADOWS are specified in the appendix to this order form, and failing this, on the LIGHT AND SHADOWS website or in the technical documentation provided to the CLIENT. 

ARTICLE 10 – RESTRICTIONS 

The CLIENT shall not, and agrees not to or enable others to, copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the SOFTWARE or of any services provided by LIGHT AND SHADOWS or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or by licensing terms governing use of open-source components that may be included with the SOFTWARE). 

Any reproduction or redistribution of the SOFTWARE not in accordance with these Terms and Conditions is expressly prohibited by law and may result in severe civil and criminal penalties. 

In certain circumstances, LIGHT AND SHADOWS will inform the CLIENT of any restrictions related to third party rights preventing certain uses of the SOFTWARE. 

ARTICLE 11- MAINTENANCE SERVICES 

Preventive maintenance services (regular and routine maintenance of the SOFTWARE in order to keep it running and prevent any costly unplanned downtime from unexpected failure) as well as evolutive maintenance services (maintenance that may be required as and when changes, updates or upgrades are made to the software) are included in the user license granted in accordance with Article 1. 

It is however specified that LIGHT AND SHADOWS will not provide maintenance services for the eventual open-source parts of the SOFTWARE. 

When a corrective maintenance service (i.e. providing upgrades and fixing bug preventing proper use of the SOFTWARE in accordance with SOFTWARE’s specifications and technical documentation) is specified in the order form, LIGHT AND SHADOWS undertakes to make its best efforts to correct, remotely, all operating anomalies of the SOFTWARE in relation to its user documentation (hereinafter “INCIDENTS”) and affecting the SOFTWARE for the duration of the corrective maintenance service specified in the order form. This Article shall also apply to the warranty specified in Article 6. 

11.1 Reporting of INCIDENTS: An incident can be reported during working hours and days, i.e. from 9 am to 12 pm and from 2 pm to 5 pm (GMT+1) from Monday to Friday, excluding public holidays and/or non-working days. It can be reported by e-mail. 

11.2 Resolution of INCIDENTS: LIGHT AND SHADOWS shall intervene during working hours and days as indicated in Article 3.1. LIGHT AND SHADOWS may intervene at its discretion either by telephone, or by means of a remote maintenance software, or by sending a patch or workaround on optical media or by electronic communication (FTP, download link by email, etc.). The CLIENT undertakes that the resolution of INCIDENTS shall be at the sole discretion of LIGHT AND SHADOWS which is not bound by any results obligation or time obligation and shall only make its best efforts to resolve the INCIDENTS reported. 

11.3 Intervention period: LIGHT AND SHADOWS undertakes to intervene as soon as possible, this obligation being interpreted as a best-efforts obligation to be met by LIGHT AND SHADOWS. 

11.4 Exclusions from the maintenance: LIGHT AND SHADOWS is relieved of its corrective maintenance obligations in the following cases: 

• the INCIDENT is not reproducible or sufficiently documented by the CLIENT; 

• failure to comply with the technical requirements of LIGHT AND SHADOWS; 

• modification of the SOFTWARE by the CLIENT or a third party; 

• refusal of the CLIENT to install a new version provided by LIGHT AND SHADOWS or refusal to install a patch or remote maintenance software or a workaround; 

• refusal of the CLIENT to update a software with the required configuration 

• virus or malware on the machine where the SOFTWARE is installed; 

• cases of force majeure recognized by the law and the courts. 

Corrective maintenance does not include: 

• the development of new features or modifications to existing features, i.e. scalable maintenance or the provision of new versions; 

• improvement of the SOFTWARE performance; 

• backups of data related to the use of the SOFTWARE and the backup of the SOFTWARE; 

• maintenance of the operating system and the software and hardware required by the technical configuration to use the SOFTWARE; 

• regulatory maintenance, i.e. modifications to the SOFTWARE ordered by a change in law or regulation; 

• restoration of data related to the SOFTWARE in case of accidental or voluntary loss or following an INCIDENT. 

The proper functioning of the SOFTWARE in accordance with its user documentation is guaranteed for 90 days from delivery. Except when a corrective maintenance service is specified in the order form, LIGHT AND SHADOWS is under no correction obligation after this 90-day period. LIGHT AND SHADOWS warrants that the SOFTWARE is original and does not infringe the intellectual property rights of any third party recognized by the laws and regulations applicable in France (FR). The SOFTWARE is provided without any guarantees. In particular, LIGHT AND SHADOWS does not warrant that the SOFTWARE is free of errors or malfunctions. LIGHT AND SHADOWS does not guarantee any quantitative or qualitative results or performance other than those indicated in the user documentation. LIGHT AND SHADOWS also does not guarantee the compatibility or interoperability of the SOFTWARE with software or hardware other than that indicated in the required configuration or order form. LIGHT AND SHADOWS does not guarantee upward compatibility with new versions of the software and hardware listed in the system requirements. Specifically, LIGHT AND SHADOWS does not guarantee the compatibility of its Software with the Cave system. LIGHT AND SHADOWS does not guarantee the SOFTWARE in any case of modification of the source code by the CLIENT. 

EQUIPMENT DELIVERY TERMS 

ARTICLE 12 – EQUIPMENT DELIVERY 

Unless the order form specifies delivery by carrier included, the equipment ordered must be collected at the premises of LIGHT AND SHADOWS. LIGHT AND SHADOWS undertakes to make available or, if necessary, deliver the equipment within the period specified in the order form. This period shall not constitute a strict time limit and LIGHT AND SHADOWS shall not be liable to the CLIENT in the event of a delay not exceeding thirty (30) days. 

In case of a delay exceeding this period, the CLIENT may request the cancellation of the sale. Payments already made will then be returned by LIGHT AND SHADOWS with interest at the legal rate. LIGHT AND SHADOWS shall under no circumstances be held liable in the event of a delay attributable to the CLIENT or in the event of force majeure. 

In the event of delivery by a carrier, it is up to the client to check the condition and number of packages on delivery. In the event of apparent damage or missing equipment, it is up to the CLIENT to issue reservations on the carrier's delivery slip. In case of the CLIENT's absence at the time of delivery, the costs of representation of the equipment by the carrier shall be borne by the CLIENT. 

It is also the CLIENT's responsibility to check whether the equipment is in proper condition upon receipt or upon removal from the premises of LIGHT AND SHADOWS. The CLIENT shall have a period of forty-eight (48) hours from the receipt of the Products to issue such reservations in writing to LIGHT AND SHADOWS. LIGHT AND SHADOWS shall replace, as soon as possible and at its own expense, any equipment whose non-compliance has been duly proven by the CLIENT. No other claim will be validly accepted in the event of non-compliance with these formalities by the CLIENT. 

If the CLIENT is unable to have the equipment delivered when it is ready, LIGHT AND SHADOWS may choose to either store them itself or to have them stored by a third party at its sole discretion. The cost of storage as well as additional insurance or handling costs will be invoiced in addition to the price of the equipment payable by the CLIENT. 

ARTICLE 13- RETENTION OF TITLE 

Ownership of the equipment ordered shall only be transferred to the CLIENT after full payment of the price by the latter, regardless of the delivery date of the said equipment. In the event of receipt of the equipment by the CLIENT before full payment of the price, the CLIENT is obliged to keep the said equipment in the same condition before full payment of the price. 

ARTICLE 14- TRANSFER OF RISKS 

Unless otherwise agreed by the Parties or stated otherwise in the order form, the risks of damage or loss of the equipment will be transferred to the CLIENT at the time of delivery. LIGHT AND SHADOWS shall be deemed to have met its delivery obligation when LIGHT AND SHADOWS informs the CLIENT that the equipment is ready to be taken away or, if the CLIENT decides to use a third party for transport, when LIGHT AND SHADOWS hands over the equipment to the third party who accepts them without reservation. In the event that the CLIENT chooses the carrier, the CLIENT shall have no recourse against LIGHT AND SHADOWS in the event of non-delivery of the equipment transported or damage during transport. 

ARTICLE 15- EQUIPMENT WARRANTY 

LIGHT AND SHADOWS warrants the CLIENT, in accordance with the legal provisions, against any lack of compliance of the equipment and any hidden defect, resulting from a fault in the design or supply of the equipment, to the exclusion of any negligence or fault on the part of the CLIENT. LIGHT AND SHADOWS may be held liable only in the event of proven fault or negligence and its liability is limited to direct damage to the exclusion of any indirect damage of any kind whatsoever. 

If, during the warranty period defined below, the CLIENT is unable to use the equipment under normal conditions of use and after having correctly followed the manufacturer's instructions, LIGHT AND SHADOWS shall replace or repair such equipment subject to written notification by the CLIENT as soon as possible and after inspection by LIGHT AND SHADOWS establishing the defect affecting the equipment. The said Equipment shall be returned to LIGHT AND SHADOWS by the CLIENT at its own expense within two (2) months from the discovery of the suspected defect. 

Unless otherwise agreed, the warranty period for the Equipment shall be twelve (12) months from the date of delivery. The warranty period for the equipment replacing the defective equipment under warranty will be the unexpired period of the original warranty. This warranty shall not apply to accessories or consumables of the equipment supplied by LIGHT AND SHADOWS, or to equipment that are samples or prototypes of products used for testing or evaluation. In this case, LIGHT AND SHADOWS' sole obligation shall be to endeavor to supply equipment in accordance with the specifications and performance criteria approved by the CLIENT. Nor shall it apply when the defects reported by the CLIENT are inaccurate or incomplete, or when all or part of the equipment is supplied to LIGHT AND SHADOWS by a third party designated by the CLIENT who does not have an equivalent warranty. The warranty shall not apply to Products that have been subject to repair, replacement, modification or alteration not authorized by LIGHT AND SHADOWS or the equipment manufacturer. This warranty will also not apply in the event of failure to comply with the manufacturer's instructions on the use and storage of the equipment. 

In any event, in case LIGHT AND SHADOWS is liable, its warranty shall be limited to the amount excluding taxes paid by the CLIENT for the supply of the Equipment. 
 

TERMS APPLICABLE TO THE SERVICES 

ARTICLE 16- PERFORMANCE OF SERVICES 

Unless otherwise specified in the order form, the services are performed remotely and within the time limits specified in the order form. The client acknowledges and accepts that they have a duty to inform and collaborate with LIGHT AND SHADOWS and that they are solely responsible for the expression of their requirements. The client declares having informed LIGHT AND SHADOWS in a complete and detailed manner about all the constraints that may have an effect on the performance of the service and the compliance with deadlines. When the services are provided in accordance with the information, instructions or specifications provided by the CLIENT, LIGHT AND SHADOWS shall not be held liable for any delay or non-compliance relating to the result of the services and which are due to errors or omissions in the information, instructions or specifications provided by the CLIENT. LIGHT AND SHADOWS performs its services as part of a general best-efforts obligation. 

ARTICLE 17 – SERVICES DELIVERY 

If the CLIENT has specific requirements to receive the services, the CLIENT may specify to LIGHT AND SHADOWS the technical specifications of delivery of the services he wishes to set up. In the absence of precision, LIGHT AND SHADOWS cannot be held liable for using any file transfer service company. 

Only the code related to the project as defined in the order form is transmitted to allow the CLIENT to make the necessary modifications. The source code will never be transmitted to the CLIENT unless differently specified in the order form. 

ARTICLE 18- ACCEPTANCE OF RESULTS OF THE SERVICES 

The client has 30 days, as of their provision, to ensure the acceptance of the results of the service and report any non-compliance. In case of no feedback from the CLIENT or the release of results of the service, the results shall be deemed to comply with the order. In addition, services relating to IT developments are warranted against processing errors or anomalies (e.g. bugs) for 90 days from the delivery. During this period, LIGHT AND SHADOWS shall correct all errors or anomalies (e.g. bugs) relating to the services at no additional cost to the CLIENT, as stated in Article 3, provided that they are attributable to it. After this period, the CLIENT must order a corrective maintenance service as stated in Article 3 hereof. 

ARTICLE 19- INTELLECTUAL PROPERTY  

LIGHT AND SHADOWS retains rights to the results of the services. LIGHT AND SHADOWS only grants the CLIENT a personal, non-transferable, non-exclusive right to use the results. The results shall be treated as confidential and may not be disclosed to third parties without the prior written consent of LIGHT AND SHADOWS. 

All the materials disclosed to the CLIENT during negotiation remains LIGHT AND SHADOWS’ property which owns intellectual property rights on it. 

ARTICLE 20 – SHADERS AND MATERIALS DEVELOPED BY LIGHT AND SHADOWS 

LIGHT AND SHADOWS retains all intellectual property rights over its custom shaders (codes and graphs) and resulting materials. These shaders and materials are protected under copyrights and incorporate LIGHT AND SHADOWS’ know-how and trade secrets. The CLIENT shall not display, disclose or use these shaders and materials in any other way than what was expressly agreed in writing by LIGHT AND SHADOWS. 

ARTICLE 21 – CONFIDENTIALITY 

All information and data disclosed during the setting of the services, including wireframe and digital models, may not be used by the CLIENT for any other purpose than its relationship with LIGHT AND SHADOWS.  Reciprocally, LIGHT AND SHADOWS will not disclose confidential information related to the CLIENT. 
 

ARTICLE 22 - REVERSIBILITY 

For subscription-based services only, LS Group undertakes to facilitate the reversibility / transferability in the best possible conditions. Reversibility is defined as the actions and modalities LS Group must comply with in order to transfer all necessary data to the new operator at due date or when the Agreement has been terminated, whatever the reason of such termination. During this phase, LS Group remains in charge of the maintenance tasks and shall take all means to ensure the continuity of service and limit the duration of the reversibility operation, whatever the reason of such termination. 

The Client notifies LS Group (by registered letter or electronic mail with acknowledgement of receipt) the decision to launch the reversibility operation as well as the identity of the new operator and the wished kick-off date. This notice shall be sent at least 30 days before the wished date. LS Group confirms this date or proposes another one. 

Regarding the Product Data Model being under a proprietary LS Group data format, it will not be covered under the transferability clause. 

TERMS APPLICABLE TO ALL ORDERS 

ARTICLE 23 – HIERARCHY AND EVOLUTION 

These Terms and Conditions prevail over any other contractual documents signed between the CLIENT and LIGHT AND SHADOWS (i.e. order forms and technical specifications) 

These Terms and Conditions are subject to change, at LIGHT AND SHADOWS’ sole discretion. In such a case, the CLIENT will be informed upstream with a reasonable prior notice. 

ARTICLE 24 - PAYMENT - PAYMENT INCIDENT 

All payments are due within thirty (30) days from the receipt of the invoice by the CLIENT. Orders or payments are firm and irrevocable. Payments can be made by cheque or bank transfer. 

In the event of a payment incident, whether it is a late payment, a partial payment, a rejection of the debit from the CLIENT's account: 

• - default interest calculated from the due date until the effective date of payment shall be due by the CLIENT to LIGHT AND SHADOWS automatically and without the need for a reminder or formal notice. The default interest amount is calculated by applying an interest rate equal to three times the legal interest rate in force at the time of the payment incident to the outstanding sums. 

• - a lump sum of €40 shall automatically be due for any payment incident, as internal collection costs incurred by LIGHT AND SHADOWS, without the need for a reminder or formal notice. Justified additional compensation may also be requested if LIGHT AND SHADOWS incurs higher costs. 

Such sums shall not be due when the amount cannot be paid on time owing to a company voluntary arrangement or administration or compulsory liquidation proceedings. 

In the event of partial or total non-payment, LIGHT AND SHADOWS, in addition to the possibility of suspending the execution of this contract and applying both legal and contractual measures and actions at its disposal in the event of payment incidents, shall in particular be entitled to terminate this contract after sending a formal notice to the CLIENT by registered letter with acknowledgement of receipt, which remains unanswered for eight days from its receipt or from the date of its first presentation. 

ARTICLE 25 - LIABILITIES 

In the event that the liability of LIGHT AND SHADOWS is recognized by an enforceable or final court decision, such liability shall be capped at the price of the order in question, which the CLIENT acknowledges and accepts. 

Under no circumstances may a party be held liable for indirect damages related to an order, including but not limited to operating losses, financial losses, loss of turnover, loss of profit, loss of opportunity, loss of reputation or image, loss of clients, loss of prospects, commercial or economic loss. 

LIGHT AND SHADOWS shall not be liable for any breach of data or maintenance failure of any open-source components that may be included within the SOFTWARE. 

LIGHT AND SHADOWS is not liable if the platform (i.e.: Unity, …) on which the Software is implemented does not work anymore or if the hardware supplier ceases its production and the hardware at stake is discontinued. 

ARTICLE 26 – FORCE MAJEURE 

Neither of the Parties may be held liable for delay, non-performance or any other failure to meet its obligations under the Agreement, where such failure is the result of a case of force majeure recognized by law and the courts. In case of force majeure, Article 1218 of the Civil Code will be applied. 
 

ARTICLE 27 – TRANSFERABILITY 

The CLIENT may not assign or transfer its rights and obligations resulting from an order without the prior written consent of LIGHT AND SHADOWS. The CLIENT may not rent, lease, lend, sell, redistribute, or sublicense the SOFTWARE. 

ARTICLE 28 – TERMINATION FOR BREACH 

In the event of a party's failure to meet any of its obligations, the other party may automatically terminate the order by registered letter with acknowledgement of receipt, without prejudice to the damages to which it may be entitled. The termination will take effect on the date on which the RAR termination letter is first presented to the recipient. 

The client acknowledges and agrees that the termination of a license agreement shall automatically terminate the services related to this software. 

In any case, the termination of the Agreement shall not release the CLIENT from any obligation to make any payment due prior to the termination date, it being recalled that the amounts received hereunder shall be permanently retained by LIGHT AND SHADOWS and that the amounts due on the termination date shall remain so regardless of the occurrence of such termination. 

ARTICLE 29 – DATA PROTECTION AND PRIVACY – GDPR 

According to the nature of the tools and services of LIGHT AND SHADOWS and according to the Guidelines of EDPB, Parties have defined together the nature of the processing as follows: