1. CONTRACT OF LICENSE
This document is a legal agreement between Imagicle SpA and an Imagicle Authorized Reseller or Partner (a company that has a commercial or a technical agreement with Imagicle SpA, (from now on “PARTNER” or “YOU”) eligible to purchase at the special Not For Resale condition and use the license of Imagicle SOFTWARE (from now on “SOFTWARE”) for testing purposes, demo to customers and internal usage. The use of the following SOFTWARE implies the PARTNER acceptance of these terms. The term “SOFTWARE” is used to identify the program received from Imagicle SpA or downloaded from the official website www.imagicle.com. Such term does not include any other program that is covered by a separate license and distributed as a different entity. By installing, copying, downloading, accessing to or in any way using the SOFTWARE, implies that YOU accepts to be bound by the terms of the present contract. If YOU do not accept the terms of the present contract, Imagicle SpA does not grant the YOU the SOFTWARE in license. In this case, YOU are invited to abstain from installing, copying, downloading, accessing to or in any way using the SOFTWARE.
2. PROPRIETARY RIGHTS
The SOFTWARE and any accompanying documentation are property of Imagicle SpA and are protected by Italian and international laws. YOU further acknowledge and agree that Imagicle SpA owns and shall continue to own all right, title, and interest in and to the SOFTWARE and Documentation, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. This Agreement does not grant YOU any ownership interest in or to the SOFTWARE or the Documentation, but only a limited right of use that is revocable in accordance with the terms of this Agreement.
3. TERMS AND GUARANTEES
The SOFTWARE and accompanying documentation are being licensed to YOU, meaning that YOU have the right to use the SOFTWARE only in accordance to this License Agreement. The SOFTWARE is considered in use on a computer/server when it comes loaded on a temporary or permanent memory. The license is absolutely personal and strictly assegnide to the PARTNER, therefore it cannot be rented, sold or however sublicensed to other entities. The PARTNER can use the SOFTWARE for its company or for his personal use. Every licensed copy of the SOFTWARE can be installed on a single computer property of or in rent to the PARTNER. Once installed this copy cannot be installed on other computer unless the license is moved and it is not used any more on the original computer. The installed SOFTWARE can anyway be accessed from an unlimited number of computers through the browser or the telephone network. This license is valid from the date of purchase to unlimited time. It will be possible to cancel the license at any time by stopping to use all the copies of the SOFTWARE and the relative documentation without expecting anything from Imagicle SpA. Imagicle SpA guarantees that the SOFTWARE operates as described in the relative documentation. The guarantee is valid for 1 year from the date of purchase. The present guarantee is not applicable to any SOFTWARE which has been changed, ruined, forced or used in modalities different from those indicated in the license. This Limited Guarantee is the only explicit guarantee given to the PARTNER and replaces any other possible explicit guarantee. To the maximum extent permitted by applicable law, Imagicle SpA and its suppliers provide to YOU the SOFTWARE and any (if any) support services related to the SOFTWARE (“Support Services”) AS IS AND WITH ALL FAULTS; Imagicle SpA and its suppliers hereby disclaim with respect to the SOFTWARE and Support Services all warranties and conditions, whether express, implied or statutory, including, but not limited to any (if any) warranties, duties or conditions of or related to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. There is no warranty, duty or condition of title, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION or non-infringement. The entire risk arising out of use or performance of the SOFTWARE and any Support Services remains with YOU.
4. USES NOT ALLOWED
The SOFTWARE is permanently assigned to the PARTNER and the PARTNER can not resale, rent or transfer it in any way to any other entity (company or individual). The SOFTWARE can not be used in order to build and provide its functionalities as a Service (Hosted or SaaS) to End Users customers.
Without the prior express written permission by Imagicle SpA YOU may not a) Use, copy, or transfer, electronically or otherwise, the SOFTWARE or documentation except as expressly permitted in this License Agreement b) Decode, decompile or disassemble the SOFTWARE c) Modify the files which constitute the SOFTWARE d) Separate components. The SOFTWARE is granted in license as a single product. Single component parts cannot be separated for use on any other purpose.
5. LIMITATION OF LIABILITY
In no event shall Imagicle SpA liability related to any part of the Software exceed the license fees actually paid by you for the purchase of the perpetual license or the subscription fee paid in the last 12 months. Except for a return of the purchase price under the circumstances provided in the limited warranty, neither Imagicle SpA nor its suppliers shall in any event be liable for any damages whatsoever arising out of or related to the use of or inability to use the SOFTWARE including but not limited to direct, indirect, special, incidental or consequential damages, and damages for loss of business profits, business interruption, loss of business information or other pecuniary loss, even if Imagicle SpA has been advised of the possibility of such damages, whether such liability is based on contract, tort, warranty or any other legal or equitable grounds.
The ownership and the intellectual copyright concerning the SOFTWARE (therefore included, for example, every image, logo, photography, animation, video, audio, music, text and “Applet” integrated into the SOFTWARE), the SOFTWARE enclosed, printed materials and any copy of the product are of Imagicle SpA property. The ownership and the intellectual copyright concerning content that are not included in the SOFTWARE (but which the PARTNER can access by using the SOFTWARE) are of property of the respective owners and can be protected by laws and treated on the Copyright or other intellectual property. The use of any “online” service which the PARTNER can access by using the SOFTWARE will be disciplined by the relative conditions of use. If the SOFTWARE contains documentation provided exclusively in electronic form, the PARTNER is authorized to print one copy of the above-mentioned electronic documentation for his/her use. The PARTNER cannot copy the printed materials enclosed into the SOFTWARE.
7. GOVERNING LAW AND CHOICE OF FORUM
This Agreement shall be governed by and interpreted in accordance with the laws of Italy, as if performed wholly within the state and without giving effect to the principles of conflicts of law. Any claim or dispute arising in connection with this Agreement shall be resolved in the courts situated in Italy.