EULA – Iperius End User License Agreement
IPERIUS SOFTWARE PRODUCTS
END-USER LICENSE AGREEMENT
BEFORE USING IPERIUS SOFTWARE PRODUCTS, WE STRONGLY ADVISE AND ASK YOU TO READ CAREFULLY THIS END-USER LICENSE AGREEMENT.
This End-User License Agreement (hereinafter referred to as “EULA”) is a legal agreement between either an individual or a legal entity (hereinafter referred to as “you” or “user” or “customer”), and ENTER Srl. (“ENTER”, or “We”, “Our”, or “Us”) for the software, components, source code, documentation, demos, or other materials related to Iperius® product line, in the form of software, add-ins, documentation and other materials (hereinafter referred to as “SOFTWARE PRODUCT”) contained in this distribution.
By purchasing the license, installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree: (a) that you have read this EULA; (b) that you understand all its terms and provisions; (c) that you agree to be bound by the terms of this EULA. If you do not agree to any part of the terms of this EULA, DO NOT INSTALL, COPY, USE, EVALUATE, OR REPLICATE IN ANY MANNER, ANY PART, FILE OR PORTION OF THE SOFTWARE PRODUCT.
THE SOFTWARE PRODUCT IS LICENSED, NOT SOLD.
1. GRANT OF LICENSE
Subject to your continuous compliance with this EULA and payment of the applicable license fees, ENTER grants you a non-exclusive, non-sublicensed, non-transferable and limited license to install and use the SOFTWARE PRODUCT: (a) during the term of such license, (b) within the scope of the License Type described in Section 2, (c) on the permitted number of computers, (d) in a manner specified in the terms of this EULA.
2. LICENSE TYPES
2.1 Full license (Perpetual license)
Any SOFTWARE PRODUCT is available on a “per-user” basis. You may install, activate, operate, and use the SOFTWARE PRODUCT on ONE (1) computer per license purchased by you. While making an order in frames of the current EULA, you can purchase the number of licenses you require.
The term “perpetual license” refers only to the products of the Iperius line where this is applicable, therefore not to the products and services for which it is necessary to renew a time subscription. ENTER guarantees that Iperius products purchased with a perpetual license can be used for an indefinite time, but it does not guarantee that for these products updates or error corrections will be issued for an indefinite time.
2.2 Evaluation (trial) use license
For the evaluation purposes only, you may install and use ONE copy of the SOFTWARE PRODUCT for a period from up to 21 calendar days from the date of installation (hereinafter referred to as “Evaluation Period”). The Evaluation Period may be extended by a written agreement between you and ENTER.
Upon expiration of the Evaluation Period, you have the following options:
(a) Purchase a LICENSE to continue using the SOFTWARE PRODUCT.
(b) Uninstall the SOFTWARE PRODUCT from your computer and delete all its copies.
(c) Continue using the SOFTWARE PRODUCT in Freeware mode with limited functionalities for the products where this is applicable (products that provides also a Free version).
You have the right to use the SOFTWARE PRODUCT for purposes related to your commercial activities during the Evaluation Period.
2.3 Free license
If you download the SOFTWARE PRODUCT that is distributed free of charge, you may install and use the SOFTWARE PRODUCT on an unlimited number of computers.
You have the right to use the SOFTWARE PRODUCT for purposes related to your commercial activities while using the free version of the SOFTWARE PRODUCT.
You may redistribute the free version of the SOFTWARE PRODUCT only in the form of the original distribution package.
Products provided in freeware version may be subjected to specific limitations, related to the number of available features or the amount of usage hours.
2.4 Non-commercial license
The SOFTWARE granted under the Non-Commercial License cannot be used for commercial purposes.
Non-commercial use means not primarily intended for or directed towards commercial advantage or monetary compensation.
Representatives of non-profit organizations, educational and medical establishments, including but not limited to registered non-profit organizations, charitable organizations, research Institutes, museums, libraries, churches, can qualify for the Non-Commercial licenses.
Resellers, distributors and official partners can be eligible for NFR (not-for-resale) licenses, exclusively intended for internal use and testing purposes.
2.5 Subscription-based license
ENTER will grant you a non-assignable and non-exclusive right to install, activate, operate, access, and use the SOFTWARE PRODUCT in accordance with the terms and conditions set out in this EULA. The SOFTWARE PRODUCT licensed in this way will be accessible for use only during the subscription term specified at purchase.
Once the subscription term is over, you will be able to either stop using the SOFTWARE PRODUCT or renew the license for a new subscription term. While making an order in frames of the current EULA, you can purchase the number of licenses you require and choose the subscription term for which you want to purchase these licenses.
ENTER licenses the SOFTWARE PRODUCTS on a SUBSCRIPTION basis where this is applicable to the specific product of the Iperius® product line. A SUBSCRIPTION lasts for a determined period, which depends on your order and the type of the SOFTWARE PRODUCT (hereinafter referred to as “SUBSCRIPTION TERM”); herewith, the initial date of the SUBSCRIPTION TERM can be the date of purchase, the date of order approval, the date of license creation, or any other date agreed between ENTER and the user. You must consider the period during which you intend to use the SOFTWARE PRODUCT as the SUBSCRIPTION TERM that varies from 21 days to 12 months (or other specific time agreed between ENTER and the user). Before the expiration of the SUBSCRIPTION TERM, you can optionally renew the SOFTWARE PRODUCT SUBSCRIPTION for an additional period (and each SUBSCRIPTION TERM thereafter), otherwise, you will not be able to login, access your data, receive software updates, new functionality, support for new operating systems and new compatibility.
Upon the SUBSCRIPTION and the activation of the SOFTWARE PRODUCT, you shall be provided with the ability to use the SOFTWARE PRODUCT and with the ability to receive updates of the SOFTWARE PRODUCT.
5. SOFTWARE PRODUCT ACTIVATION AND ACTIVATION CODES OR CREDENTIALS
For the use of the SOFTWARE PRODUCT, you must complete the activation process of the SOFTWARE PRODUCT.
You acknowledge that a security code or specific credentials for the SOFTWARE PRODUCT activation which is owned and controlled by ENTER (hereinafter referred to as “ACTIVATION CODES”) is required to provide the proper operating of the SOFTWARE PRODUCT on your computer. Only ENTER has the right to generate the ACTIVATION CODES.
Upon the SOFTWARE PRODUCT is purchased or upon any authorized transfer of the SOFTWARE PRODUCT, ENTER shall promptly provide you with all the necessary ACTIVATION CODES.
You are obligated not to attempt to crack, alter or otherwise derive the ACTIVATION CODES.
You have no right to distribute, publish, publicly display or otherwise disseminate the SOFTWARE PRODUCT ACTIVATION CODES to any other persons, organizations, entities, newsgroups, locations, and/or sites whatsoever.
To unlock, access, activate, and use the SOFTWARE PRODUCT, you may use exclusively the ACTIVATION CODES purchased from a reseller, where it is required, and provided by ENTER or purchased directly from ENTER. The use of otherwise obtained ACTIVATION CODES constitutes a violation of this EULA and may result in termination of this, and any other, license agreement(s) with ENTER.
6. DELIVERY AND PAYMENT TERMS
Any SOFTWARE PRODUCT is to be delivered to you via electronic delivery using a secure internet download website. The license is deemed to be provided by ENTER at the moment when the SOFTWARE PRODUCT is made available for download by ENTER.
If you intend to use the SOFTWARE PRODUCT, you are obliged to pay the license fee. Upon the license fee payment is made in full, you will acquire ACTIVATION CODES for the possibility to use the SOFTWARE PRODUCT.
You confirm and agree that all payments may be conducted with the assistance of third parties – payment system or/and may be conducted in favor of the reseller. You may pay for the SOFTWARE PRODUCT using the payment button placed on websites owned by ENTER.
You acknowledge and agree that ENTER may change the license fees at any time and without prior notice.
The prices displayed on the ENTER sites do not include taxes, if these are applicable. You must pay all taxes in accordance with the applicable law when purchasing the license. The taxes will be calculated automatically by the payment system on the order summary page, before proceeding with the actual payment.
7. TECHNICAL SUPPORT
While using the SOFTWARE PRODUCT, you may request from ENTER technical assistance with the SOFTWARE PRODUCT and consultation regarding technical and other issues over email, public blogs, ticketing system or other available channels. Technical assistance may include problem determinations and reasonable problem resolution. ENTER shall use its reasonable endeavors to provide you with a high quality and timely support, but does not guarantee that your queries or problems will be fixed or solved. If the SUBSCRIPTION PERIOD of your license has expired, or if you’re using a free license, ENTER reserves the right to decline your technical support query.
8. COPYRIGHT AND INTELLECTUAL PROPERTY OWNERSHIP
All title and copyrights for and to the SOFTWARE PRODUCT, including but not limited to any copywritten images, demos, source code, intermediate files, packages, animations, video, audio and text incorporated into the SOFTWARE PRODUCT, the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are the intellectual property of and are owned by ENTER.
ALL RIGHTS, INCLUDING, BUT NOT LIMITED TO, INTELLECTUAL PROPERTY RIGHTS FOR THE SOFTWARE PRODUCT YOU ARE NOT EXPRESSLY GRANTED HEREIN, ARE RESERVED BY ENTER.
The structure, organization, and source code of the SOFTWARE PRODUCT are the valuable trade secrets and confidential information of ENTER and you must keep it strictly confidential and not disclose it to any third party.
The SOFTWARE PRODUCT is protected by the applicable and international laws, including but not limited to the international copyright treaties.
You are entitled to use the SOFTWARE PRODUCT only in the manner stipulated in this EULA, in compliance with all applicable laws of the jurisdiction where you use the SOFTWARE PRODUCT and International Treaties, including, but not limited to, restrictions concerning privacy, copyright, and other intellectual property rights.
You shall make best endeavors to protect the intellectual property rights for the SOFTWARE PRODUCT that are not to be less as stipulated in the provisions of the applicable law and International Treaties whichever operates to best protect the interests of ENTER.
8.1 LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLATION
You must neither reverse engineer, adapt, modify, translate, decompile, create derivative works, disassemble, decrypt nor commit other illegal actions to the source code, basic ideas, algorithms, file formats of the SOFTWARE PRODUCT. You must not remove any proprietary notices, labels, trademarks or other identifying marks on the SOFTWARE PRODUCT.
For every individual breach of the ENTER intellectual property rights and discloser of confidential information, including, but not limited to, the attempt to adapt, modify, translate, decompile, create derivative works, disassemble, decrypt or attempt to commit other illegal actions to the source code, basic ideas, algorithms, file formats of the SOFTWARE PRODUCT or the attempt to remove any proprietary notices, labels, trademarks or other identifying marks on the SOFTWARE PRODUCT, you must indemnify damages and compensate all direct and indirect damages to ENTER.
If you purchase the SOFTWARE PRODUCT with the intent to reverse engineer, decompile, create derivative works, or the exploitation and unauthorized transfer of any intellectual property and trade secrets, to include any exposed methods or source code where provided, no licensed right of use shall exist and any products created as a result shall be judged illegal by definition. Any sale or resale of the intellectual property or created derivatives so obtained will be prosecuted to the fullest extent of all local and international laws.
You are NOT entitled to resell or redistribute in any way the SOFTWARE PRODUCT unless you are explicitly authorized by ENTER as a reseller.
Authorized resellers may redistribute the SOFTWARE PRODUCT only in the form of the original distribution package, unless otherwise agreed with ENTER.
10. PROHIBITION TO TRANSFER THE SOFTWARE PRODUCT
You are not entitled to sell and/or resell, lease, lend, transmit or provide access to the SOFTWARE PRODUCT to any third party, or otherwise transfer permanently or temporarily the SOFTWARE PRODUCT and/or an additional copy of the SOFTWARE PRODUCT. You are also not entitled to transfer permanently or temporarily ANY rights obtained under this EULA to any individual or legal entity without a prior written permission from ENTER. Moreover, you warrant that you make your best endeavors to avoid the unauthorized third parties’ use of the SOFTWARE PRODUCT.
11. RIGHT TO DISCONTINUE
ENTER reserves the right to discontinue the SOFTWARE PRODUCT, its related services or its specific features, whether offered as a standalone product, a service or solely as a component, at any time and at its sole discretion. However, ENTER will make best endeavors to provide support for a period of 6 months after the date of discontinuance.
12. DISCLAIMER OF WARRANTY
ENTER EXPRESSLY DISCLAIMS ANY WARRANTY FOR SOFTWARE PRODUCT. THE SOFTWARE PRODUCT AND ANY RELATED DOCUMENTATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ENTER DOES NOT GUARANTEE THAT SOFTWARE PRODUCT WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. ENTER DOES NOT GUARANTEE THAT THE SOFTWARE PRODUCT IS ERROR-FREE. ENTER DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE PRODUCT IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT REMAINS WITH YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ENTER SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
13. LIMITATION OF LIABILITY
In no event shall ENTER and its partners, resellers, agents and distributors be liable for any consequential, indirect, special, punitive or incidental damages arising from or related to the EULA, including but not limited, (a) any loss of profits, business, contracts, anticipated savings, goodwill, or revenue; or (b) any loss, or corruption, of software or data; or (c) any loss of use of hardware, software or data.
Without prejudice to any other rights or remedies, ENTER will terminate this EULA upon your failure to comply with the terms and conditions of this EULA. In such events, you must delete all copies of the SOFTWARE PRODUCT and all of its component parts including any related documentation and must remove ANY and ALL use of ENTER intellectual property from any applications distributed by you, whether in native, altered or compiled states.
Anyway, if EULA is terminated, all fees you paid for the SOFTWARE PRODUCT shall not be refunded.
From time to time, ENTER may change the terms and provisions of the EULA. When these changes are made, ENTER will make a new copy of the EULA available at its websites.
You understand and agree that if you use the SOFTWARE PRODUCT after the date on which the EULA has been changed, ENTER will treat your use as acceptance of the updated EULA.
You agree that ENTER may provide you with notices, including those regarding changes to the EULA, by email.
16. GENERAL PROVISIONS
16.1. Governing law
This EULA shall be interpreted in accordance with the laws of the country of purchase of the SOFTWARE PRODUCT and with Italian and International Laws, whichever operates to best protect the interests of ENTER.
If any provision or part of any provision in this EULA is found to be illegal, invalid or unenforceable for any reason then this EULA will be anyway effective entirely, without the mentioned provision only.
16.3. Dispute resolution
Any dispute arising out of or relating to this EULA shall be resolved through negotiations. If the matter is not resolved by negotiations within 30 days, the dispute may be submitted to the corresponding court of the applicable law.
17.1. Type of data that may be collected, processed, and used during your use of the SOFTWARE PRODUCT.
The information ENTER collects by analyzing your activity and use of the SOFTWARE PRODUCT is non-personalized, statistical information, which is necessary for the improvement of the SOFTWARE PRODUCT. ENTER uses this information solely for the purpose specified in this EULA. Such type of information includes any relevant information and is not limited to information about the way you use the SOFTWARE PRODUCT, the time of using the SOFTWARE PRODUCT, the use of functionality, error messages, etc.
17.2. How and wherefore does ENTER use information?
ENTER uses your non-personalized data for the purpose of improving your experience of using the SOFTWARE PRODUCT and to improve and develop the SOFTWARE PRODUCT and its functionality, as well as to improve other ENTER SOFTWARE PRODUCTS.
After the SOFTWARE PRODUCT is deleted, ENTER may continue to process your non-personalized data in accordance with the purposes defined in this EULA.
The processing of data includes any actions related to its collection, registration, accumulation, storage, adaptation, modification, update, use, disassembly, destruction.
17.3. How do we protect information?
ENTER undertakes to use all advanced security practices and, whenever it is possible, keep them up to date, but ENTER does not guarantee that the security methods and procedures work without any errors.
ENTER does not sell, gift, or otherwise transfer your non-personalized data to any third parties.
17.4. Consent for Personal data processing
By starting to use the SOFTWARE PRODUCT, you automatically confirm that you understand your rights concerning your data, that you have been notified about the purpose, methods, and conditions of your data processing. You consent that ENTER may gather such non-personalized data and agree not to block, electronically or otherwise, the transmission of such data.
18. THIRD PARTY PROGRAMS
The SOFTWARE PRODUCT may contain third party software programs (“Third Party Programs”) that are available under open source or free software licenses and distributed, embedded or bundled with the SOFTWARE PRODUCT or recommended in connection with its installation and use. This License Agreement does not alter any rights or obligations you may have under those open source or free software licenses. Notwithstanding anything to the contrary contained in such licenses, the disclaimer of warranties and the limitation of liability provisions in this License Agreement shall apply to such Third Party Programs.
19. OTHER SERVICES OF IPERIUS PRODUCT LINE
19.1. Iperius Storage
1. PURPOSE OF THE SERVICE
Activation of the Web Service: Iperius Storage, for 365 days
2. PROVISION OF THE SERVICES
The services are provided from the activation date.
Activation date means the day on which data is sent to the customer to access the service via e-mail or telephone.
Payment of the service’s setup and subscription fee must be made in advance, for both the activation and renewal of the service.
ENTER has the right to suspend the provision of the service if the customer does not pay the subscription fee.
If the Customer fails to pay within 10 days after suspension, ENTER shall have the right to cancel the service and to consider this contract terminated.
Early termination of the contract shall entitle ENTER to be paid for the subscription fees until the defined contract expiry date.
ENTER reserves the right to change the fees applicable to this contract by notifying changes via its website. These changes shall be applicable from the first renewal after the changes have been made. In any case, the above is without prejudice to the Customer’s right of withdrawal, by sending a registered letter with acknowledgement of receipt within 15 days of the expiry of notification or 30 days before the contractual expiry date.
VAT at the legal rate at the time invoices are sent shall be added to the indicated prices.
4. PAYMENT RENEWAL
If the contract is extended (for a further 365 days) payment of the renewal shall be made annually, in advance, before the contract’s expiry date, in relation to the activation date.
If the Customer does not pay for renewal before the expiry date, ENTER shall have the right to suspend the provision of services the Customer has not paid for. Suspension shall not lead to removal of the data from the servers.
If the Customer fails to pay within 10 days of suspension, ENTER shall have the right to cancel the service and to consider this contract terminated. Cancellation shall mean the removal of all data from the server.
5. THE RESPONSIBILITIES OF ENTER
ENTER undertakes to maintain the efficiency of the service provided. Should ENTER be forced to interrupt the service for exceptional events or maintenance, it shall try to make interruption and/or malfunctioning periods as short as possible.
In the event of an interruption to the service for more than 2 hours, the customer is entitled to reimbursement of the corresponding part of the fixed fee for the period of interruption. Interruption period means the time that elapses between the customer sending an e-mail to the technical support function to report the fault, and the time the Customer’s server is once again able to transmit and receive data.
ENTER shall define the procedures for the operation of the services and reserves the right to improve them so as to increase efficiency.
ENTER shall provide the Customer with all the technical specifications required to access the services.
6. RESPONSIBILITIES OF THE CUSTOMER
If the services malfunction, the Customer shall promptly notify the technical support staff by e-mail.
The Customer is obliged to maintain absolute secrecy in regard to all the procedures for accessing the service or systems connected thereto, especially with regard to passwords, the terms and conditions of this contract and subsequent events related to the same.
The Customer agrees not to use the services provided improperly, and in any case in a manner that is not authorised by ENTER Unauthorized use means, for example, spamming, the spreading of viruses, sending mail bombs, copyright infringement, use of space for storing of sensitive data, violation of privacy, defamation, dissemination of obscene material or hacking. ENTER reserves the right to change or add activities to the unauthorised activities list by notifying them.
The Customer agrees not to enter programs, scripts or objects that are connected to other servers in its space.
The Customer fully indemnifies ENTER in relation to any civil or criminal liability arising from the unlawful, improper or abnormal use of the service, even if it is caused by third parties via the Customer’s system.
The Customer shall retain ownership of information, assuming the broadest responsibility for the content of such information, with an express waiver of any liability for ENTER or burden of verification and/or control in this regard. ENTER is therefore expressly exempted from any liability in the event of unauthorised storage of information or personal sensitive data entered in the space provided to the Customer.
The Customer undertakes to indemnify ENTER in relation to any losses, damages, liabilities, costs, charges or expenses, including legal fees, that may be suffered or incurred as a result of any breach by the Customer of its obligations and guarantees provided for in this clause, and in any case related to entering information in the space provided, even in the event of damages claimed by third parties for any reason.
The Customer is responsible for keeping its own personal data up to date, in particular e-mail addresses, via the specific control panel interface.
7. LIMITATION OF LIABILITY.
Under no circumstances shall ENTER be held liable for the malfunctioning of the service if this is caused by overloads or interruptions to telephone lines, the power supply, or national or international grids.
The services related to data transfer are subject to temporary disruptions. Under no circumstances shall ENTER be held liable for service interruptions during data transfer activities.
No compensation may be claimed against ENTER for any direct and/or indirect damages caused by the use or non-use of the service.
10. FORCE MAJEURE, CATASTROPHIC EVENTS AND ACTS OF GOD
Neither party shall be held liable for faults attributable to causes related to fire, explosion, earthquake, volcanic eruptions, landslides, cyclones, storms, floods, hurricanes, avalanches, war, insurrection, riots, strikes, or any other unpredictable and exceptional causes which prevent the provision of the service.
9. VALIDITY, RENEWAL AND DURATION OF THE CONTRACT
It is agreed that the terms and conditions of this contract are fully in force and accepted by the Customer even in the event of free and/or temporary use of the service in any way granted by ENTER
This contract shall have a duration of 12 months (365 days) from the service activation date, with the possibility of renewal from year to year.
This contract may be renewed for another year by paying for renewal of the service before the contract expires.
Either party may immediately terminate the contract before its expiry date if the other party is in breach of contract in relation to even one of the contractual obligations.
ENTER reserves the right to terminate this contract while it is in force if, for reasons not under its control, technical incompatibilities that prevent activation and/or the provision of the services occur, without Customer being entitled to any compensation or indemnity.
ENTER reserves the right to vary the characteristics of the service at any time by notifying any changes via its website. In any case, the above is without prejudice to the Customer’s right of withdrawal, by sending a registered letter with acknowledgement of receipt within 15 days of the expiry of notification or 30 days before the contractual expiry date.