Zextras END USER LICENSE AGREEMENT V. 1.1 (3rd sept. 2014)
IMPORTANT: BY ACQUIRING A Zextras LICENSE OR INSTALLING ANY Zextras SOFTWARE, 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” is used as a general term to identify the “Zextras S.r.l.” company and its subsidiaries. The Zextras name and Logos are Trade Mark of Zextras S.r.l.
- “Documentation” means the collection of all guides, “how-to”, release notes, and user manuals for the Software in any form.
- “Software” means software products that are licensed to You under this EULA, which may include third party software programs licensed under non-copyleft open source licenses, as possibily indicated in the documentation accompanying the Software.
- “Software License Key File” means a valid license key file issued to You to activate and use the Software.
- “Business Use” means use of the Software by business entities (including professionals) which independently carry out the supply of goods and services, whatever the purpose or results of such economic activities, with express exclusion of private use by consumers.
GRANT AND USE RIGHTS FOR SOFTWARE
- License Grant. The use of the Software is licensed to the end user under the terms of this EULA, with which Zextras grants You a non-exclusive, non-transferable license, without rights to sublicense, to use the Software only for Business Use. This EULA extends to any third party user authorized to access and use the Software on Your behalf and treated as part of your organization, provided that they are bound by an agreement with You with terms no less stringent than this EULA.Any non-compliant third party use of the Software will be considered as a non-compliant use by the licensee.
- Restrictions. Except as expressly permitted by this EULA or by applicable law, You may not
- Perform any action aimed to derive source code from the Software and License Key File, including but not limited to decompiling, disassembling, reverse engineering;
- Perform any action aimed to modify or create derivative works based upon the Software;
- Perform any action aimed to circumvent, enable, modify or provide access, permissions or rights which violate the technical restrictions in the Software;
- Resale and Service Provision. Except as expressly permitted by this EULA, by an ongoing Partnership Agreement or by applicable law, You may not
- Sell, lease, assign, license, sublicense, distribute or otherwise transfer in whole or in part the Software;
- Use the Software on a timesharing basis to operate a service bureau facility or provide hosting of the Software for the benefit of third parties;
- Improper use of Zextras’ products and services. The data collected as specified on section 2.3 of this EULA will be used by Zextras to monitor and identify any case of “Improper” use of its product(s) and service(s). The following cases will be considered as “Improper” use by Zextras:
- Artificial circumvention of the Zextras Suite licensing system.
- Unauthorized resale of Zextras Suite Licenses (see section 2.2).
- Exploitation of software bugs, glitches and vulnerabilities aimed to bypass any software or license limitation.
- Use of outdated Software License Key Files after the successful completion of a License Upgrade.
In case of proven Improper Use of the software, any involved Software License Key File will be temporarily invalidated, upon 7 a days notice, until the clarification of the case by the user.
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.
SUPPORT AND SUBSCRIPTION SERVICES
Except as expressly specified in Section 8 of this EULA, Zextras does not provide any paid support or subscription services for the Software under this EULA. You have no beforehand rights to any updates, upgrades or extensions or enhancements to the Software developed by Zextras. Any support or subscription services are subject to Zextras’ then-current Support and Subscription guidelines.
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 Sections 1, 2, 3, 6, and 7 of this EULA shall survive termination for any reason.
LIMITED WARRANTY AND LIMITATION OF LIABILITY
- Limited Warranty. Zextras warrants that (i) the physical media, if any, on which the Software is delivered will be free of defects in materials and workmanship; and (ii) that the Software will substantially conform to the functional description set forth in the standard Documentation accompanying the Software for a period of 90 days after the date of delivery of the Software License Key File to You (“Warranty Period”). If the physical media is defective and is returned to Zextras within the Warranty Period, your exclusive remedy will be Zextras’ option to repair or replace the defective physical media. To return the defective physical media, send an email to sales[@]Zextras.com to request a return authorization number. If during the Warranty Period the Software does not substantially conform to the functional description set forth in the Documentation, your exclusive remedy will be that Zextras shall, at its sole option, correct the defects in the Software or refund the license fees You paid, if any, for the Software provided that (i) the Software has been properly installed and used at all times and in accordance with the Documentation; (ii) no modification, deletion or addition has been made to the Software by persons other than Zextras or its authorized representative; and (iii) Zextras receives written notice of the non-conformity within the Warranty Period. EXCEPT FOR THE PRECEDING EXPRESS LIMITED WARRANTY, TO THE MAXIMUM EXTENT MANDATED BY LAW, Zextras AND ITS LICENSORS PROVIDE THE SOFTWARE WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS EULA OR COMMUNICATION WITH YOU, AND Zextras AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT MANDATED BY LAW, IN NO EVENT WILL Zextras AND ITS LICENSORS BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE PRECEDING LIMITATION MAY NOT APPLY TO YOU. Zextras’ AND ITS LICENSORS’ LIABILITY UNDER THIS EULA WILL NOT, IN ANY EVENT, EXCEED THE LICENSE FEES YOU PAID FOR THE SOFTWARE, IF ANY. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER Zextras OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Zextras will, in the way set out below, and subject to all limitations therein, act on any action brought against You to the extent it is based on a claim that the Software as it exists on the date of the invoice infringes any patent or copyright or other third party’s intellectual property rights. Zextras shall, in the way set out below, as sole remedy, act on a third party claim that the Software infringe the intellectual property rights of such party, provided that Zextras is given prompt notice of such claim and is given information, reasonable assistance and sole authority to defend or settle the claim. Zextras may at its sole option obtain the right for You to continue using the infringing Software program, replace or modify the infringing Software program to it becomes non infringing, or if such replacement or modification is not reasonably available, terminate the order contract and the license with respect to the infringing Software program and provide for a reasonable refund of fees paid by you for the Software program so affected. Zextras shall not have any liability if the alleged infringement arises out of unauthorized use of the Software program, post-delivery non-Zextras modifications, or the combination with other products or devices not furnished by Zextras. THE OBLIGATIONS STATED IN THIS SECTION ARE Zextras’S SOLE LIABILITIES AND YOUR SOLE REMEDIES FOR ANY INFRINGEMENT OF THIRD PARTY RIGHTS. FOR THE AVOIDANCE OF DOUBT: THE LIABILITY OF Zextras UNDER THIS SECTION MAY NEVER EXCEED THE PRICE PAID FOR THE SOFTWARE PROGRAM BY YOU, TO THE MAXIMUM EXTENT MANDATED BY LAW.
- Jurisdiction. 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.
- Entire Agreement. This EULA represents the entire agreement between the parties with respect to the Software, and supersedes any prior or contemporaneous oral or written agreements concerning the subject matter contained herein.
- Headings. Headings under this EULA are intended only for convenience and shall not affect the interpretation of this EULA.
- Waiver and Modification. No failure of either party to exercise or enforce any of its rights under this EULA will act as a waiver of those rights. This EULA may only be modified, or any rights under it waived, by a written agreement executed by the party against which it is asserted.
- Severability. If any provision of this EULA is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this EULA will not be affected.
- Contact Information. Please direct legal notices or other correspondence to Zextras s.r.l., Largo Richini 6, 20122 Milano Italy. If You have any questions concerning this EULA, please send an email to info[@]Zextras.com.
- Shipping and Delivery. The software and its license files are available via direct download from the Zextras Website and the Zextras Store respectively. Zextras License files become available for download after any relevant payment has been processed.
ADDITIONAL LICENSE TERMS AND CONDITIONS
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.