This End User License Agreement (hereinafter "EULA") is entered into between Customer and Licensor (TOUCH AND CONTACT S.R.L., with registered office in Rome, Via Adriano Olivetti n. 24, email: firstname.lastname@example.org), and governs Customer's rights and obligations in relation to the use of Licensor's Software.
1.1 The following terms and definitions shall have the meanings ascribed to each of them, to be understood both in the singular and plural:
"Customer": means the individual or entity licensing the Software pursuant to this EULA;
"Documentation": means the current text material accompanying and describing the use of the Software;
"Confidential Information": means all technical, industrial, financial and/or commercial information and data, know-how, Software and trade secrets pertaining to a Party's business and affairs, however transmitted to the other Party, including, without limitation, samples, models, visual demonstrations, presentations, financial and economic information, computer programs and files, and generally any other material medium in which such information is incorporated, including, without limitation, the provisions of this EULA, the Software, the Materials, and individual contact information provided by either Party;
"Materials": means any information, design, specification, instruction, projectware or data (and any modifications, adaptations, derivative work or enhancements) provided by Licensor that incorporates, reinforces or is used to apply the methodologies, processes and configuration or implementation know-how to the use of the Software;
"Order Form": means any order or similar document governing the provision of the Software;
"Software" means Licensor's software product better referred to as "TAC".
2.1. Licensor is the sole and exclusive owner of the Software, Documentation, and Materials (the "Protected Materials"). All intellectual property rights, such as, but not limited to, copyrights, copyrights, patents, rights related to inventions, logos, trade names, trademarks, rights to Internet domains and web addresses, specifications, know-how, trade secrets, relating to the Protected Materials, including all derivatives thereof, are and remain the exclusive property of Licensor and are protected by applicable Italian and international laws on patents, copyrights, trademarks, and trade secrets. Customer shall maintain all proprietary notices incorporated into or affixed to the Protected Materials.
2.2. Your rights with respect to use of the Software are limited to those expressly granted by this EULA. No other rights with respect to the Software are granted to You or implied.
3.1. Subject to Your compliance with all of the terms and conditions set forth in this EULA, Licensor grants to You, during the term of this EULA, a limited, non-transferable, non-sublicensable, and non-exclusive license to install, run, and use the number of units of the Software covered by the Order Form, solely for Your internal business operations, in full compliance with the Documentation.
4.1. You may not use the Software for any unlawful purpose and/or in violation of this EULA.
4.2. Unless authorized in writing by Licensor, You may not:
(a) copy, in whole or in part, the Software, except for back-up or operational security purposes;
(b) provide, in whole or in part, access to the Software to any third party other than Customer's employees, contractors, or consultants; or
(c) modify, translate, alter, adapt, copy, reproduce, combine or incorporate, in whole or in part, the Software; or
(d) reverse-engineer, decrypt, decompile, disassemble or create derivative works based on the source code of the Software or underlying ideas, techniques or algorithms, or otherwise attempt to discover the source code of the Software;
(e) sublicense, distribute, transfer, assign, pledge, rent, lease, or commercially share the Software;
(f) use the functionality of the Software, in whole or in part, to provide commercial services to third parties;
(g) use the Software licensed for a specific device on another device or use unauthorized versions of the Software.
5.1. Notwithstanding the foregoing, in the event the Software is provided for demonstration, evaluation, or other limited use ("Evaluation Software"), Customer agrees to use the Evaluation Software solely for such purposes and acknowledges that the license to use the Evaluation Software will be valid, unless otherwise specified in writing by Licensor, for a limited period of ninety (90) days from the time the Evaluation Software is available to Customer.
5.2. The license to the Evaluation Software is on an "as is" basis, without support or warranty of any kind, express or implied, and Licensor hereby expressly releases Licensor from any liability arising from any use of the Evaluation Software. Customer may not disclose, disseminate, or publish the results of benchmark tests performed on the Evaluation Software without Licensor's written permission. Customer hereby expressly authorizes Licensor to use any ideas and/or feedback provided in connection with the Evaluation Software.
6.1. Licensor warrants that for 180 (one hundred eighty) days from the date of delivery ("Warranty Period"), the Software, when updated and used in accordance with the Documentation, will perform in all material respects in accordance with the functional specifications described in the Documentation.
6.2. The Warranty is excluded in the following cases:
(a) modifications or alterations to the Software made by anyone other than Licensor;
(b) combination, operation, and/or use of the Software with items not permitted by the Documentation;
(c) failure to use a new or corrected version of the Software;
(d) installation, updating, use, repair, or maintenance of the Software not in accordance with the instructions provided by Licensor and/or described in the Documentation;
(e) abnormal physical and/or electrical stress, abnormal environmental conditions, misuse, neglect, or accident;
(f) errors caused by customizations.
6.3. If the Software does not function properly as warranted, You must promptly notify Licensor in writing within the Software's Warranty Period. Licensor may, at its option, repair, replace, or refund the price already paid by Customer. The foregoing is your exclusive remedy with respect to this warranty.
6.4. Except as set forth above, Customer acknowledges that the Software is provided "as is" without warranty of any kind, either express or implied, and that, except as required by law for cases of willful misconduct or gross negligence, Licensor makes no express or implied representations or warranties, including, but not limited to, warranties of merchantability or fitness for a particular purpose or warranties that the Software will not infringe any patent, copyright, trademark or other rights of any third party. Licensor does not warrant that the functions contained in the Software will meet Customer's requirements, or that use of the Software will be uninterrupted or error-free. Customer assumes all responsibility and risk for the selection of the Software to achieve the desired results, and for the installation, use and results obtained from the use of the Software.
7.1. In no event and/or circumstance shall Licensor be liable for loss of profits, revenue, sales, data, or costs of substitute goods or services, property damage, personal injury, business interruption, loss of business information, or for any direct, indirect, incidental, economic, exemplary, punitive, special, or consequential damages, regardless of the cause and whether such event arises in contract, tort, negligence, or other interpretation of liability, economic, exemplary, punitive, special, or consequential damages, regardless of the cause and whether such event arises in contract, tort, negligence, or other interpretation of liability arising out of the use of or inability to use the Software, even if Licensor has been advised of the possibility of such damages. In all such cases, Licensor's liability shall be limited to the price paid for the license.
8.1. Customer is responsible for backing up its own data, and in no event will Licensor be liable for the protection, maintenance, loss, destruction, or destruction of Customer's data.
9.1. Depending on the type of service, the Customer will pay for every user the following prices:
- Standard Smart Card (one shot: without subscription):
Description: NFC Smart Card with standard colors e limited functionality (app profile sharing, limited profile modification).
Purchase price: euro 19,00 VAT included (euro 15,57 + VAT) with the possibility of adding personalization at a suplemental price of euro 5,00 VAT included (euro 4,10 + VAT)
- Annual Premium Business Subscription (12 months):
Description: management of business profiles, shared business data, files, unlimited space, unlimited paper business card scans.
Purchase price: euro 47,99 VAT included (€39,00 + VAT)
Annual renewal price: euro 47,99 VAT included (€39,00 + VAT)
- Annual Premium Subscription (12 months):
Description: unlimited space, unlimited paper business card scans.
Purchase price: euro 17,99 VAT included (euro 14,74 + VAT);
Annual renewal price: euro 17,99 VAT included (euro 14,74 + VAT).
- Monthly Premium Subscription (1 month):
Description: unlimited space, unlimited paper business card scans.
Purchase price: euro 1,99 VAT included (euro 1,63 + VAT);
Monthly renewal price: euro 1,99 VAT included (euro 1,63 + VAT).
9.2. Payment will be made with Stripe and will be charged on business card or bank account (SEPA) upon confirmation of purchase.
9.3. The subscription will be renewed automatically for the same duration and under the same conditions unless the auto-renewal is not deactivated by the Customer at least 24 hours before the end of the current subscription.
9.4. The subscription renewal fee will be charged within 24 hours before the end of the current subscription.
9.5. Subscriptions can be managed by Customer and auto-renewal can be turned off via certified email by 10 (ten) days before renewal date, or via Customer's Account Settings after subscription purchase.
9.6. The Licensor has the ability to produce discount codes valid for the first purchase or for all Customer's payments.
9.7. The Licensor will issue electronic invoice to the Customer within 10 (ten) days of payment.
9.8. It is the right of the Licensor to change the cost of a single license for TAC Business customers. The agreed price will remain unchanged on all subsequent purchases (minimum order: 10) of the customer, unless new arrangements are agreed upon by the parties.
10.1. This EULA and the rights and obligations hereunder may not be assigned by Customer to any third party, in whole or in part, without the prior written consent of Licensor.
11.1. The Software, Documentation and Materials, including information about the Software and their components, are subject to import and export controls under applicable laws. Customer agrees to comply strictly with all applicable import and export regulations and acknowledges its responsibility to obtain licenses to export, re-export, transfer, or import the Software.
12.1. This EULA will remain in effect for the duration of the license term, including renewals.
12.2. At the end of the term of the license for any reason whatsoever, you shall cease using the Software and uninstall and permanently delete any of its components.
13.1. The Parties mutually undertake, to all effects and consequences of law, to keep confidential and not to disclose to third parties all Confidential Information of which they become aware in the execution of this EULA.
13.2. The Parties undertake to treat and keep the Confidential Information with strict confidentiality and to protect said information using the same degree of diligence that they normally use for their own confidential information.
13.3. The Parties may only disclose Confidential Information to personnel who need to know such information to properly and timely execute this EULA and provided that such personnel (i) are bound by a similar undertaking of confidentiality and (ii) have been informed, prior to disclosure, of the confidential nature of the Confidential Information disclosed.
13.4. The Parties mutually acknowledge that under no circumstances may the following be considered Confidential Information:
(a) information that is already in the public domain at the time of its disclosure, or that becomes so subsequently, without the Parties having in any way contributed to and/or breached this confidentiality clause;
(b) information which the Parties are obliged to disclose or divulge pursuant to any provision of law or order of any authority, provided that in such case the Party concerned shall immediately notify the other Party in writing so that the latter may apply for the most appropriate judicial measures to protect its interests or other suitable remedy, or release the Party from its confidentiality obligation;
(c) information the disclosure of which has been previously authorized in writing by the Parties.
13.5. The Parties undertake to observe the confidentiality obligations set forth in this Article for the entire duration of this EULA and, in any event, even after the expiration of this EULA.
13.6. In the event of termination of this EULA for any reason whatsoever, each Party shall be obliged - upon simple request of the other - to return and/or destroy all information, documentation and materials containing Confidential Information disclosed by the Party during the execution of this EULA. In particular, such information, documentation and materials must be returned and/or destroyed within and no later than 48 (forty-eight) hours from receipt of the relative request.
14.1. This EULA may be terminated pursuant to articles 1453 and 1454 of the Italian Civil Code by either Party for (i) negligence and/or failure to comply with the obligations and conditions set forth (ii) and/or for serious delays and suspensions of the entrusted activities. In such cases, the termination of the relationship established with the present EULA shall not be declared unless after formal notice to comply within seven (7) days, term that the Parties identify as appropriate in view of the nature of the activities in question. If said term is expired in vain, this EULA shall be considered terminated by right, without prejudice to the right to claim for damages.
14.2. Licensor may terminate this EULA, pursuant to art. 1456 of the Italian Civil Code and without prejudice to the right to claim damages, if Customer:
(a) violates the provisions of Article 4;
(b) violates the provisions of art. 10.
14.3. Termination occurs by right when the Licensor declares to the Customer, by e-mail or registered letter with return receipt, that it intends to make use of this termination clause pursuant to art. 1456 of the Italian Civil Code.
15.1. The Licensor processes, collects and uses the personal data of the Customer exclusively in accordance with the legal provisions of the General Data Protection Regulation.
16.1. This EULA is governed by Italian law.
16.2. Any dispute arising between the parties in relation to the validity, interpretation, execution and termination of this EULA will be the exclusive competence of the Court of Rome, with the exclusion of any other court, even concurrent or alternative.
17.1. This EULA constitutes the entire settlement of interests between the Parties with respect to the subject matter hereof and supersedes and replaces any prior negotiations, understandings, or agreements between the Parties, whether oral or written, relating to such subject matter.
17.2. Should one or more of the clauses contained in this Contract, or even only a part of them, be or be declared invalid, illegal, illegitimate or in any case ineffective, this circumstance will not affect the validity, enforceability or effectiveness of the other provisions contained therein. In this case, the Parties undertake from now on to replace in good faith the clauses of the Contract that should be invalid and/or ineffective with others that, as far as possible, achieve the same function.
17.3. No waiver of any right, or waiver to assert a non-performance, will be considered valid unless it is expressed in writing and signed by the renouncing Party. No waiver of a default will be deemed to extend to a subsequent default of the same or similar nature unless expressly stated to do so by the waiving Party.
17.4. Any amendment to this Agreement shall be in writing and signed by both Parties under penalty of nullity.