These Enterprise License Terms ("Agreement") govern the use of HYVOR's products and services by enterprise customers. This Agreement is between HYVOR SARL, located at 10 Rue de Penthièvre, 75008 Paris, France ("HYVOR", "we", "us", or "our") and the customer identified in the applicable Order Form ("Customer", "you", or "your").
By executing an Order Form that references these Enterprise License Terms, Customer agrees to be bound by this Agreement.
"Order Form" means the ordering document executed by Customer and HYVOR that references these Enterprise License Terms and sets forth the products, services, fees, and other terms specific to Customer's purchase.
"Services" means the products and services provided by HYVOR under this Agreement, including Hyvor Talk, Hyvor Blogs, Hyvor Post, Hyvor Relay or any other products listed in an Order Form.
"Authorized Users" means Customer's employees, contractors, or agents who are explicitly designated by Customer and authorized to use the Services under Customer's account.
"SLA" means the Service Level Agreement attached as Schedule A to this Agreement.
"Documentation" means HYVOR's current product documentation, technical manuals, and policies available on its website.
"Software" means HYVOR's proprietary software components, including all updates, patches, and new versions released during the Term, and versions that may also be distributed under open-source licenses such as the AGPL, but which are licensed to Customer under a separate commercial license pursuant to this Agreement.
"Cloud License" means a license to access the Services hosted by HYVOR.
"Self-Hosted License" means a license to install and run the Services on Customer's own servers or infrastructure.
Subject to this Agreement and the applicable Order Form, HYVOR grants Customer a limited, non-exclusive, non-transferable license to access and use the Services, including all updates and new features released during the Term, via HYVOR's hosted environment (the "Cloud License") solely for the products listed in the Order Form as Cloud Licenses.
Subject to this Agreement and the applicable Order Form, HYVOR grants Customer a limited, non-exclusive, non-transferable license to install, operate, and use the Software on Customer's own infrastructure (the "Self-Hosted License") solely for the products listed in the Order Form as Self-Hosted Licenses.
AGPL Exception for Self-Hosted Licenses: When Customer purchases a Self-Hosted License, for the Term of this Agreement and subject to Customer's full payment of all applicable Fees, HYVOR hereby grants Customer a commercial license to use any HYVOR Software made available under the GNU Affero General Public License (AGPLv3) without any of the obligations imposed by the AGPL, including but not limited to the requirement to make source code or derivative works publicly available.
Customer shall not:
Customer shall:
Customer shall pay the fees specified in the Order Form. All fees are denominated in EUR unless otherwise indicated.
Unless either party terminates the Agreement or an Order Form in accordance with Section 5(c), this Agreement and any associated Order Forms will automatically renew for successive one-year terms under the same terms and conditions. HYVOR will notify Customer of renewal terms, including any changes to fees, at least 30 days before renewal.
All fees are exclusive of taxes. Customer is responsible for the payment of any applicable taxes arising from its use of the Services, including value-added, sales, use, or similar taxes, excluding taxes based on HYVOR's net income.
This Agreement begins on the Effective Date of the first Order Form and continues until all Order Forms have expired or been terminated.
Either party may terminate this Agreement for material breach if the breach remains uncured for thirty (30) days after written notice.
Customer may terminate the Order Form by giving at least 14 days' notice prior to the renewal date.
Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, labor disputes, internet outages, or governmental actions.
HYVOR may audit Customer's usage of the Services to verify compliance with license terms, upon reasonable notice and during normal business hours.
Upon termination, Customer's right to access the Services will cease. Customer must destroy or return all copies of the Software within 30 days of termination. Sections 6-13 will survive termination.
Each party agrees to protect the other party's Confidential Information using at least the same care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information includes any nonpublic business, technical, or financial information disclosed under this Agreement, as well as customer data and user-generated content. This obligation shall survive for 5 years post-termination.
HYVOR will maintain appropriate administrative, physical, and technical safeguards to protect Customer Data. Where applicable, the parties will enter into a Data Processing Agreement (DPA) compliant with applicable privacy laws (e.g., GDPR). Customer is responsible for obtaining all necessary consents from end users for HYVOR's processing of personal data. HYVOR shall provide automation tools to help Customer comply with data subject rights requests, and Customer is responsible for using these tools to fulfill such requests.
HYVOR warrants that it will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
HYVOR will defend Customer against any third-party claim alleging that the Services infringe a valid intellectual property right and will pay any final judgment or settlement arising from such claim.
Customer will defend HYVOR against any third-party claim arising from Customer's use of the Services in violation of this Agreement.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.
HYVOR'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
This limitation does not exclude liability for gross negligence, willful misconduct, or violations of law, and is subject to applicable French law.
With Customer's written consent, HYVOR may include Customer's name and logo in its list of customers and marketing materials. Customer may request removal of their name/logo at any time.
This Agreement is governed by the laws of France, without regard to its conflict of law principles. Any dispute arising from this Agreement shall be resolved in the courts of Paris, France. The parties agree to attempt mandatory mediation or arbitration before pursuing litigation.
This SLA applies to the Services provided under the Order Form and differentiates between Cloud Licenses and Self-Hosted Licenses.
For Cloud Licenses, if monthly uptime falls below 99.9%, the Customer may be eligible for a service credit equal to 5% of the monthly fee for each full 0.1% below the target, up to a maximum of 50% of the monthly fee. Credits must be claimed within 30 days of the month's end. Credits will be applied as a discount on future invoices.
The SLA does not apply to any performance issues caused by factors outside HYVOR's reasonable control, including but not limited to Customer's equipment, third-party services, or force majeure events.