TERMS OF SERVICE AND END USER LICENSE AGREEMENT (“EULA”)
The following terms of service and end user license agreement (“EULA”) constitute an agreement between you and IBSoft di Ivano Bilenchi (“IBSoft”). This EULA governs your use of Software and Services (as specified below).
For purposes of this EULA "Software" means all software programs distributed, published or otherwise made available by IBSoft including, but not limited to mobile applications and downloadable/installable software for personal computer, and software accessed by means of a browser or other online communication method. Software also includes updates and upgrades as well as accompanying manual(s), packaging and other written, files, electronic or on-line materials or documentation, and any and all copies of such software and its materials.
“Services” means all services made available by IBSoft, including but not limited to services accessed through mobile applications, by means of a browser or by other online communication method.
Software and Services are collectively referred to as “IBSoft Services”.
THE SOFTWARE IS LICENSED, NOT SOLD. YOUR USE OF THE SOFTWARE (AS SPECIFIED BELOW) IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS EULA. BY INSTALLING, USING OR ACCESSING THE IBSOFT SERVICES OR ANY MATERIALS INCLUDED IN OR WITH THE IBSOFT SERVICES, YOU HEREBY ACCEPT THE TERMS OF THIS EULA.
If you do not accept the terms of this EULA, do not install, use or access the IBSoft Services.
1 - LICENSES
SOFTWARE LICENSE. Subject to this EULA and its terms and conditions, IBSoft hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited right license to use one copy of the Software for your personal non-commercial use on a single computer or mobile device, unless otherwise specified in the Software documentation. The rights granted herein are subject to your compliance with this EULA. The Software is being licensed to you and you hereby acknowledge that no title or ownership in the Software is being transferred or assigned and this EULA is not to be construed as a sale of any rights in the Software.
SERVICE LICENSE. Subject to this EULA and its terms and conditions, IBSoft hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited right license to use the Services as provided by IBSoft, for your personal non-commercial use, in the manner permitted by this EULA. The rights granted herein are subject to your compliance with this EULA.
LICENSE TERM. The term of your licenses under this EULA shall commence on the date that you accept this EULA and install or otherwise use the Software and/or Services and ends on the earlier date of either your disposal of the Software and/or Services or IBSoft's termination of this EULA. Your license terminates immediately if you attempt to circumvent any technical protection measures used in connection with the Software and/or Services or you otherwise use the Software and/or Services in breach of the terms of this EULA.
OWNERSHIP; NO OTHER LICENSES. IBSoft retains all right, title and interest in and to the IBSoft Services, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, settings, artwork, and moral rights whether registered or not and all applications thereof. The IBSoft Services are protected by applicable laws and treaties throughout the world. Unless expressly authorized by mandatory legislation, the IBSoft Services may not be copied, reproduced or distributed in any manner or medium, in whole or in part, without prior written consent from IBSoft. All rights not expressly granted to you herein are reserved by IBSoft.
2 - THIRD PARTY SERVICES
IBSoft Services may include links to third party services and/or the third party services may be made available to you via IBSoft Services. These services are subject to respective third party terms and conditions. Please study these third party terms and conditions carefully as they constitute an agreement between you and the applicable third party service provider.
3 - GENERAL LICENSE CONDITIONS
You agree not to: (i) commercially exploit the IBSoft Services; (ii) distribute, lease, license, sell, rent, lend, convey or otherwise transfer or assign the IBSoft Services, any copies thereof, or any passwords (including registration codes or other license identifiers) or usernames of IBSoft Services, without the express prior written consent of IBSoft or as set forth in this EULA; (iii) make a copy of the IBSoft Services or any part thereof, including but not limited to Software (other than as set forth herein); (iv) make the IBSoft Services publicly available or available on a network for use or download by multiple users; (v) except as otherwise specifically provided by the IBSoft Services or this EULA, use or install the IBSoft Services (or permit others to do same) on a network, for on-line use, or on more than one computer or mobile device at the same time; (vi) reverse engineer, decompile, disassemble, translate, prepare derivative works based on or otherwise modify the IBSoft Services, in whole or in part; (vii) remove, obscure or modify any copyright, trademark or other proprietary rights notices, marks or labels contained on or within the IBSoft Services, falsify or delete any author attributions, legal notices or other labels of the origin or source of the material; (viii) misrepresent the source of ownership of the IBSoft Services; (ix) transport, export or re-export (directly or indirectly) into any country forbidden to receive such IBSoft Services by any export laws or accompanying regulations or otherwise violate such laws or regulations, that may be amended from time to time; or (x) scrape, build databases or otherwise create permanent copies of content returned from the IBSoft Services.
The IBSoft Services may include measures to control access to the IBSoft Service, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this EULA. Only IBSoft Services subject to a valid license can be used to access online services, and download updates and patches. You may not interfere with such access control measures or attempt to disable or circumvent such security features. If you disable or otherwise tamper with the technical protection measures, the IBSoft Services will not function properly.
The IBSoft Services may require an internet connection to access the IBSoft Services or its internet-based features, authenticate the Software, or perform other functions. In order for certain features of the IBSoft Services to operate properly, you may be required to have and maintain (a) an adequate internet connection and/or (b) a valid and active account with an online service as set forth in the documentation related to IBSoft Services. By using the IBSoft Services, you acknowledge and agree that third party data transfer fees may apply depending on your data plan. Please consult your carrier for further information. If you do not maintain such accounts, then the IBSoft Services or certain features of the IBSoft Services may not operate or may cease to function properly, either in whole or in part.
By installing, accessing or using the IBSoft Services, you consent to these information collection and usage terms, including (where applicable) the transfer of data into a country outside of the European Union and/or the European Economic Area or the United States of America.
5 - WARRANTY
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE IBSOFT SERVICES ARE PROVIDED TO YOU “AS IS,” WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, WITHOUT PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK. THE ENTIRE RISK OF SATISFACTORY QUALITY AND PERFORMANCE RESIDES WITH YOU. IBSOFT, IBSOFT’S LICENSORS AND CHANNEL PARTNERS DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED USE, ACCURACY OF DATA (INCLUDING BUT NOT LIMITED TO LOCATION DATA), MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND WARRANTIES (IF ANY) ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. IBSOFT, IBSOFT’S LICENSORS AND CHANNEL PARTNERS DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE; THAT THE IBSOFT SERVICES WILL MEET YOUR REQUIREMENTS; THAT OPERATION OF THE IBSOFT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE IBSOFT SERVICES WILL INTEROPERATE OR BE COMPATIBLE WITH ANY OTHER IBSOFT SERVICES OR THAT ANY ERRORS IN THE IBSOFT SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN ADVICE PROVIDED BY IBSOFT, IBSOFT’S LICENSORS AND CHANNEL PARTNERS OR ANY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS APPLY ONLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
6 - LIMITATION OF LIABILITY
IN NO EVENT WILL IBSOFT, IBSOFT’S AFFILIATES, IBSOFT’S LICENSORS OR CHANNEL PARTNERS BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM POSSESSION, ACCESS, USE OR MALFUNCTION OF THE IBSOFT SERVICES, INCLUDING BUT NOT LIMITED TO, DAMAGES TO PROPERTY, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURIES, PROPERTY DAMAGE, LOST PROFITS OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS EULA OR THE SOFTWARE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE AND WHETHER OR NOT IBSOFT, IBSOFT’S LICENSORS OR CHANNEL PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR PURPOSES OF THIS SECTION 7, IBSOFT’S LICENSORS AND CHANNEL PARTNERS ARE THIRD PARTY BENEFICIARIES TO THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN AND THEY MAY ENFORCE THIS EULA AGAINST YOU.
BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THIS LIMITATION OF LIABILITY SHALL NOT BE APPLICABLE SOLELY TO THE EXTENT THAT ANY SPECIFIC PROVISION OF THIS LIMITATION OF LIABILITY IS PROHIBITED BY ANY FEDERAL, STATE, OR MUNICIPAL LAW, WHICH CANNOT BE PRE-EMPTED. THIS EULA GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
IN NO EVENT SHALL IBSOFT’S, IBSOFT’S AFFILIATES’, IBSOFT’S LICENSORS’ OR CHANNEL PARTNERS’ LIABILITY FOR ALL DAMAGES (EXCEPT AS REQUIRED BY APPLICABLE LAW) EXCEED THE ACTUAL PRICE PAID BY YOU FOR USE OF THE IBSOFT SERVICES OR FIVE EUROS (EUR 5), WHICHEVER LESS.
7 - OTHER TERMS AND CONDITIONS
TERMINATION: This EULA will terminate automatically if you fail to comply with its terms and conditions. In such event, you must destroy all copies of the Software and all of its component parts and cease and desist from accessing any IBSoft Services.
EQUITABLE REMEDIES: You hereby agree that if the terms of this EULA are not specifically observed, IBSoft will be irreparably damaged, and therefore you agree that IBSoft shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any of the terms of this EULA, in addition to any other available remedies.
INDEMNITY: You agree to indemnify, defend and hold IBSoft, its partners, contractors, officers, directors, employees and agents harmless from and against any and all damages, losses and expenses arising directly or indirectly from: (i) your acts and omissions to act in using the IBSoft Services pursuant to the terms of the EULA; or (ii) your breach of this EULA.
MISCELLANEOUS: This EULA represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. IBSoft reserves the right, at its discretion, to change, modify, add or remove portions of this EULA by posting the updated EULA on IBSoft’s website. You will be deemed to have accepted such changes by continuing to use the IBSoft Services. If any provision of this EULA is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this EULA shall not be affected.
GOVERNING LAW AND DISPUTE RESOLUTION. This EULA will be governed by the laws of Italy without reference to its choice of law rules. The United Nations Convention for the International Sale of Goods shall not apply.
Any dispute, controversy or claim arising out of or relating to this EULA or the breach, termination or validity thereof shall be finally settled at IBSoft's discretion (i) at your domicile's competent courts; or (ii) to the exclusive jurisdiction of the courts located within the country of Italy.
If you have any questions concerning this agreement, you may contact [email protected].