This ZEXTRAS CARBONIO END-USER LICENSE AGREEMENT (“EULA”) governs the use of the software product known as Zextras Carbonio, including all related updates and its components (“Software”), developed and licensed by Zextras s.r.l., with registered office at Largo Richini 6, 20122 Milano, Italy (“Licensor” or “Zextras”), to the entity or organization that has acquired the license to use the Software (“End User” or “You”). “Zextras”, “ZEXTRAS”, Zextras’ name and logos, as well as “ZEXTRAS CARBONIO” and “Zextras Carbonio”, are trade marks of Zextras s.r.l. By installing, accessing, or using the Software, the End User agrees to be bound by the terms of this Agreement. If the End User does not agree to the terms of this Agreement, it must not install or use the Software.
For the purposes of this EULA, the following terms shall have the meanings set forth below -
Except as expressly permitted by this EULA or as mandated by applicable law, You shall not - (a) modify, translate, convert, adapt, create derivative works based upon or derived from, duplicate, correct, enhance, maintain, update, rent, repackage, or remanufacture the Software or any part thereof, the License Key or any part thereof; (b) disassemble, reverse assemble, decompile, translate or convert into human readable form or into another computer language, reconstruct or decrypt, reverse engineer, reverse compile, or otherwise attempt to derive source code from all or any part of the Software, or otherwise to discern Software internal architecture, structure or design; (c) perform or facilitate any activity intended to circumvent or modify the technical limitations of the Software or access features in a manner inconsistent with the license granted herein.
Except as expressly authorized under a separate, valid PARTNERSHIP AGREEMENT or RESALE AGREEMENT, or as permitted by applicable law, You shall not - (a) sell, sublicense, lease, assign, distribute, provide or otherwise transfer the Software to any third party; (b) operate the Software as a service bureau or otherwise host the Software for the benefit of third parties; (c) provide the Software as a software-as-a-service (“SaaS”) unless expressly authorized by Zextras; (d) install the Software in more than one infrastructure under a single license, save for legitimate geographical backup purposes, provided the Software is not concurrently operational across installations.
You acknowledge and consent that Zextras may collect, process, store, and transmit Collected Data. Such Collected Data is used to ensure compliance, improve Software performance, and support provisioning. In case of metered licenses, Collected Data is used to calculate and measure Your usage of the Software. To the extent Collected Data includes personal data, such data shall be processed in accordance with applicable data protection laws, including the REGULATION (EU) 2016/679 (General Data Protection Regulation), and subject to ZEXTRAS CARBONIO PRIVACY POLICY which will be duly shared with data subjects through dedicated interfaces and sections of the Software.
Zextras retains all right, title, and interest in and to the Software, the License Keys, and all related intellectual property rights. Zextras retains all rights not expressly granted to You in this EULA thus this EULA does not grant You any rights in or to the Software other than the limited license expressly set forth herein.
Zextras may terminate this EULA immediately upon notice if You fail to comply with any term of this EULA. Upon termination, affected License Keys will be rendered invalid, and Software will be unusable, and You shall immediately cease use of the Software and destroy all copies in Your possession. Any obligations to pay fees incurred prior to termination of this EULA shall survive termination for any reason. Termination shall not limit any of Zextras’ rights or remedies available at law.
If any provision of this EULA is held to be unenforceable or invalid, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
Failure or delay by Zextras to exercise any right or remedy under this EULA shall not operate as a waiver of such right or remedy.
This EULA is governed by Irish law. The court of VICENZA shall have exclusive jurisdiction over any disputes relating to the terms and conditions mentioned in this EULA. However, Zextras will have the right, at its sole option, to seek remedies in a court having jurisdiction based on the place where the defendant is domiciled or has its main place of business.
IMPORTANT: BY ACQUIRING A ZEXTRAS LICENSE OR INSTALLING ZEXTRAS SOFTWARE AS DEFINED IN THE “DEFINITIONS” SECTION OF THIS EULA, YOU (INDIVIDUAL OR LEGAL ENTITY) AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT (EULA). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MUST NOT ACQUIRE, INSTALL OR USE THE SOFTWARE.
Zextras retains all right, title, and interest in and to the Software, the Software License Key File(s) and all related intellectual property rights. Zextras retains all rights not expressly granted to You in this EULA.
Zextras may terminate this EULA immediately upon notice if You fail to comply with any term of this EULA. In the event of termination, any involved Software License Key File will be rendered invalid and unusable. Any obligations to pay fees incurred prior to termination and @vex of this EULA shall survive termination for any reason.
In addition to the above sections, the Software is subject to the following terms and conditions depending on the license options you choose when you purchase the Software. In the event of any conflict between the this Section 8 and Sections 1 - 7 of the EULA, the provisions of this Section 8 shall control.