SOFTWARE LICENSE AGREEMENT *
This Agreement contains the general conditions for the licensing of the right to use the standard software products (
1. Upon payment of the agreed license fee, AICE grants the Licensee the non-exclusive and transferable right under the conditions set forth in Article III to install and use the Software, documentation and any material provided with the Software itself ( hereinafter the "Documentation") and the corresponding Activation Code for internal use only ( hereinafter the "Activation Code"). The License does not include the right to obtain the Software in source format.
2. In the event that Licensee has purchased a single user license, the Software must be installed and used by Licensee on a single computer. In the event that Licensee has purchased a multi-user license, the Software may be installed on a number of computers corresponding to the number of licenses purchased.
3. The Activation Code is provided upon Licensee's communication of the request code and may only be used on one computer. Licensee may request an Authorization Code number corresponding to the number of licenses purchased ( in the case of multiple user licenses). Together with the Activation Code, indications will be given on the activation procedure, which may also require an internet connection. If the activation procedure is not followed, the Software will not work. AICE does not assume any responsibility in the event that the Licensee does not execute or does not execute the activation procedure correctly. Licensee agrees that AICE and any of its partners may use the information and data provided by itself, an authorized reseller or any third party acting on its behalf in connection with the purchase of the software license to determine the Activation Code.
4. In the event of hardware changes or Licensee's willingness to use the Software on a computer other than the original application, Licensee shall request a new Activation Code. For each license of use, it will be possible, free of charge, to request only twice the change of computer and the corresponding issue of a new Activation Code. The request to issue a new Activation Code for the times following the second one, will be subject to the payment of an amount equal to 300,00€ excluding VAT for each Activation Code requested. This paragraph also applies in the event of theft or loss of the computer for which an Activation Code has been issued, as well as any other event, including force majeure, that renders the Software and/or the computer on which it is installed unusable or no longer available to the Licensee.
5. The Documentation and Software may be provided through an electronic data transfer system.
6. AICE reserves the right to modify the software at any time. Licensee shall be entitled to any software updates for a period of 12 months from the date of delivery of the Submission to Licensee. After the 12 months referred to in the previous period, Licensee may continue to use the latest version of the software for which it has obtained an Activation Code. The right to any updates refers only to purchased software/modules and not to any additional software/modules, which will be subject to further payment if required. Please note that any software updates are not guaranteed; in this regard, the Licensee expressly declares that he has nothing to claim in the event of failure or reduced issuance of updates and/or changes to the software and in the event that other software/modules are released not included in the original license and therefore not free even in the period of 12 months from the date of delivery of the Submission to the Licensee.
7. In order to benefit from any updates, you may need to enter a new Activation Code or follow a different procedure for activating the new software. In order to benefit from any new updates, the Licensee may be required to sign an update to this agreement; in the event that the Licensee does not accept the signing of the new agreement, if required, will lose the right to updates, without being able to have anything to claim from AICE. The issue of the new Activation Code without changing the computer on which the software is installed, in case of updating the software to a later version, is not considered for the purposes of paragraph 4 of this article.
8. Periodically, an internet connection may be required in order to validate the Activation Code and continue to use the software. AICE assumes no responsibility for malfunctions due to lack of Internet connection, firewall settings or other settings on the Licensee's computer. To this end, the software may automatically connect to AICE servers or domains hosted on third party servers, in the availability of AICE, in order to verify the correct status of the Licenses. Licensee expressly consents to the transfer and storage of information about the computer in use and License data.
9. Except as expressly provided in this Agreement, in no event may Licensee use any name or trademark owned by AICE for any purpose whatsoever, or any other name or trademark similar to it that is likely to cause confusion or misunderstanding, without the prior written consent of AICE.
II. The Copying and decoding
1. Licensee may make an appropriate number of copies of the Software, Documentation and Activation Code for backup purposes only. Licensee shall keep the Software, Documentation, Activation Code ( hereinafter "Submitted Material") securely and shall take appropriate protective measures to prevent third party access to the Submitted Material.
2. Submitted Material may not be modified, adapted, disassembled, decompiled, rebuilt or transformed. The prohibition referred to in this paragraph shall not apply if the aforementioned prohibitions are incompatible with the law in force.
3. The Software may only be used in conjunction with the corresponding Activation Code.
4. The Licensee shall immediately forfeit the right to use the Software and Documentation if the use of the same does not strictly comply with the provisions of articles I, II, III, IV of this Agreement.
III. Transfer of the license to third parties
1. Licensee is expressly prohibited from transferring the Software or otherwise permitting its use to third parties, whether for free or for consideration, without prior written consent from AICE. AICE undertakes not to unreasonably withhold such consent.
2. In the event that AICE has given such consent, the software transfer will be valid on condition that the third party enters into a contract with AICE with the same content as this contract. The terms and obligations of confidentiality set forth in this Agreement shall also apply to third parties provided that: (i) Licensee has transferred the Software and all Documentation to third parties by sending them all original media and copies thereof; (ii) Licensee has permanently ceased use of the Software and Documentation.
3. In the event that AICE has issued such consent, the issuance of a new Activation Code shall be subject to Article I, paragraph IV. In particular, the issue of an Activation Code for each license to be transferred shall be free of charge if the assigning Licensee and any other previous holders of the same License have not already requested two or more times the change of computer and therefore the issue of a new Activation Code for the same license; otherwise, the same shall be for consideration, according to the amount established in Article I paragraph IV ( €300.00 excluding VAT for each Activation Code issued).
4. After the transfer of the license, in any case, the issue of a new Activation Code for the reasons referred to in Article I paragraph IV will be for consideration, according to the amount and procedures set out in Article I paragraph IV ( 300.00 € excluding VAT for each Activation Code issued).
IV. DEMO licences
1. This Article shall apply only to DEMO-type licences.
2. The use of DEMO licences shall be permitted only to the user to whom the licence has been issued for the period of time during which the licence is valid. The use of the software outside this period is illegal. AICE reserves the right to take legal action in order to protect itself against possible infringements.
3. In contrast to Article III, DEMO licences are not transferable or transferable to third parties.
4. Unlike what is stated in Article I, paragraph 4: DEMO licenses can be installed on a single computer and you cannot use the Software on a different computer under any circumstances, even as a result of events of force majeure, in case of hardware changes, the user may lose the opportunity to use the license.
5. Unlike what is stated in Article I, paragraph 6: the user of a license type DEMO has no right to any updates of the software.
6. It should be noted that the DEMO version is not subject to the full validation, testing and maintenance of the corresponding commercial product and therefore is not usable for professional purposes.
7. The use of the DEMO license is granted for the sole purpose of evaluating the software and is not granted for professional purposes or for any other activity for profit. AICE reserves the right to take legal action in order to protect itself against possible violations.
8. AICE does not give any guarantee of any kind on the use of the software with DEMO licenses.
V. Limitation of Warranties
1. Upon receipt of any Submitted material, Licensee shall make a preliminary inspection of such Submitted material. Any discrepancy or defect in the Submitted Material with respect to the qualities and functional characteristics specified in the Documentation must be reported by the Licensee in writing within ten (10) days of delivery or discovery of the discrepancies or defects in the event of discrepancies or hidden defects, under penalty of forfeiture of the Licensee's right to assert any defect or defect in the Submitted Material. Inspection of the Software assumes installation and use of the Software, unless such installation is materially impossible for reasons beyond Licensee's control.
2. AICE warrants that the Material sent to Licensee will, at the time of shipment, have the qualities and functional characteristics specified in the Documentation. AICE makes no warranty as to the uninterrupted or error-free installation and use of the Software. AICE does not warrant that the software procedures will meet Licensee's requirements and function in any combination used by Licensee, nor does it make any other warranties, express or implied, with respect to any user manual, manual video, if any, and software; the risks arising from their use are entirely at Licensee's own expense, and under no circumstances will AICE be liable for any direct, indirect, or consequential damages resulting from software defects.
3. If the Submitted Material has the defects or non-conformities referred to in paragraph 2 above, AICE will make every effort to correct such non-conformities or eliminate such defects within a reasonable period of time from the date of receipt of the written report of the non-conformities or non-conformities found by the Licensee. AICE's corrective actions with respect to the Software may include:
(i) providing an updated or improved version of the Licensed Software or (ii) providing individual patches (software corrections). If a defect reported by a Licensee falls under any of the warranty exclusion or limitation conditions set forth in Section 2, AICE is under no circumstances obliged to rectify the defect or issue corrections/updates.
4. Without prejudice to paragraph 2 of this Article V above, AICE makes no representations or warranties, express or implied, with respect to the Submission including, without limitation, ( implied) warranties as to the suitability or appropriateness of the Submission for Licensee's intended use, or as to any infringement of third party rights arising from the use of the Submission. This article shall not limit in any way Licensee's rights under warranties given in its favour by software vendors other than AICE.
5. Under no circumstances, for any reason and for no reason whatsoever, shall any anomalies and/or malfunctions of the software, or caused by the software, constitute grounds for the refund and/or non-payment of the same.
6. The purchase of the software does not imply any obligation for AICE with regard to assistance. The licensee may contact the email address email@example.com to receive technical assistance, without prejudice to the absence of obligations to assistance referred to in the previous period. AICE does not assume any responsibility in case of delayed or non-response to the request( s) for assistance.
7. AICE's guarantees in favour of the Licensee shall last for 12 months from the date of delivery of the Submission to the Licensee.
8. The above warranties shall be excluded if: (i) the Submission substantially conforms to the Documentation, (ii) the defect in the Software is not such as to render it unsuitable for its intended use, or (iii) the defect has not been immediately reported by Licensee after Licensee has become aware of it in accordance with paragraph 1 above of this Article V, or, again, (iv) the defect in the Software is not reproducible or traceable through computerized diagnostic analysis or, finally, (v) the defect was caused by improper use of the Software.
VI. Limited liability
1. Licensee shall be solely responsible for: (i) protecting and saving all data processed by the Software, (ii) creating the backup and duplication systems that are generally required by the enterprise or industry in question, and (iii) using the Software appropriately and controlling and monitoring the work results generated by the Software.
2.AICE shall not be liable in any way for the results obtained through the use of the Software. Persons using the software are responsible for the supervision, management and control of the software. AICE shall in no event be liable for any damages ( including, without limitation, damages for loss or loss of profits, business interruption, loss of information or other economic and/or image losses) arising out of the use of the Software.
3. AICE shall not be liable for any consequential or indirect damages suffered by the Licensee. In any event, AICE's liability is limited to: (i) damages caused by AICE's willful misconduct or gross negligence, and (ii) an amount not exceeding the amount paid by Licensee in respect of this Software license.
4. In any event, AICE's liability shall be limited to the amount that may reasonably be paid by each software licensee at the date of signing the contract.
VII. Ownership Information
1.Licensee shall treat the Software, Documentation, Activation Code and any other technical information or knowledge disclosed to it under this Agreement ( hereinafter "Confidential Information") as confidential and shall not disclose such Confidential Information in whole or in part to any person other than Licensee employees whose job duties require access to Confidential Information in accordance with this Agreement. Licensee shall take all necessary measures to protect Confidential Information from unauthorized or careless disclosure and unauthorized use, including, but not limited to, all measures taken by Licensee to protect information relating to trade secrets that Licensee considers to be its property.
2. The Software, Documentation, Activation Code and any other information or technical knowledge disclosed under this Agreement constitute intellectual property and are the property of AICE. The software is protected by law and by national and international regulations governing copyright and contracts, as well as by regulations and agreements on intellectual property. All rights not expressly granted are reserved by AICE.
3. Except as provided above, Licensee's confidentiality obligations under this Agreement shall not extend to those cases where Licensee can demonstrate that Confidential Information: (i) is or has become public knowledge for reasons beyond Licensee's control or any third party who has apparent authority to act on Licensee's behalf, (ii) were disclosed by Licensee to third parties by law or by order of a judicial or administrative authority (iii) could be considered already known or available to Licensee at the time of notification by AICE and Licensee can provide evidence of this.
VIII. General provisions
1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all proposals, negotiations, representations, warranties, conditions and agreements, whether collateral or otherwise, oral or written, prior to entering into this Agreement with respect to its subject matter only.
2. This Agreement ( including this article) may not be terminated, supplemented, amended or modified except by prior agreement signed by the authorised representatives of the parties.
3. This Agreement and its execution shall be governed by Italian law, without the possibility of reference to foreign laws. The Vienna Convention of 11 April 1980 on the international sale of movable property shall not apply.
5. If any provision of this Agreement is or becomes ineffective, the effectiveness of this Agreement shall not be affected. The parties will replace the ineffective provision with the one that is closest to the intentions of the parties at the time of signing the Agreement.
6. For any dispute concerning the validity, application, performance and termination of this Agreement will be the exclusive jurisdiction of the courts of Pisa.
Pursuant to and for the purposes of Articles. 1341 and 1342 of the Civil Code, the parties declare that they have read and specifically approve in writing the clauses referred to in articles:
II. 4 - termination of the right to use the licence;
III. 1 - prohibition of transfer;
V. 1 - time-limits for the notification of discrepancies or defects;
V. 2, 4, 8 - limitations on warranties;
VI. 1 - Obligations of secrecy and protection of the Submitted Material;
VI. 2, 3 - limitations of liability;
VIII. 3 - applicable law;
VIII. 6 - competent court;
of the general conditions of license agreement for software mentioned above. AICE OPTIONAL CONSENT
This information is provided in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 "GENERAL DATA PROTECTION REGULATION".
I. Contact details of the Data Controller and Data Protection Officer
The Data Controller is AICE Consulting SrI, Via Boccaccio 20, 56017 San Giuliano Terme, PI - Phone 0508755011 - Fax 050877017. The interested party may contact the Data Controller and the Data Protection Officer directly at the following e-mail address: firstname.lastname@example.org.
II. Purpose of the treatment
The data are processed exclusively for the following purposes:
1. Distribution of software and services: pre-contractual, contractual and fiscal activities necessary to establish commercial relations for consideration and not between the Owner and the interested party.
2. Support to the use of software and services: support activities of the Holder to the Interested Party for the use, operation, verification of the License and improvement of the software, services and data.
3. Direct or third-party marketing of software and services: sending of commercial communications and/or advertising material on software, services and data produced by the Data Controller to the Data Subject ( by e-mail, post, text message, telephone contacts, newsletters, etc.).
III. Methods of treatment
In relation to the purposes indicated above, the Data is processed by manual, computer and telematic means with logic strictly related to the purposes and, in any case, in such a way as to ensure the security and confidentiality of the Data, in addition to compliance with specific obligations under the law. The Data will be processed in accordance with the principle of lawfulness, correctness, relevance and not excessive, in accordance with the provisions of the legislation on the protection of personal data. The processing will be carried out by formally appointed and adequately trained personnel.
IV. Provision of data
The provision of data for the purposes referred to in point 1 and 2 of Article II ( Purpose of processing) is required in order to comply with the conditions of the "License Agreement for AICE software", the execution of pre-contractual measures and the legal obligations to which they are subject to the Data Controller and the interested party, any refusal to grant authorization will result in the inability to complete the contract in question and therefore the failure to send the software by AICE. The provision of data for the purposes referred to in point 3 of Article II ( Purpose of processing) is optional; any refusal to grant authorization will result in failure to receive communications about new products and software modules of AICE, as well as the inability to receive any customized offers.
V. Communication and dissemination of data
The Data Controller shall not, under any circumstances, transfer or transfer the data of the interested parties to any third country or international organisation not belonging to the European Union or to the European Economic Area. The data provided may be communicated, for the purposes referred to in Article II, to any suppliers/sub-suppliers and other third parties in a contractual relationship with AICE.
VI. Period of retention of personal data
The processed data are kept by the Owner for the period deemed strictly necessary to achieve the purposes of the treatment. In addition, the data processed for purposes 1) and 2) ( Article II), may be kept for a longer period, in order to handle any disputes. The data processed for the purpose of 3) ( Article II) will be kept by the Owner from the time when the person concerned has given his consent until such time as this consent is revoked.
VII. Rights of the data subject
At any time, you may exercise, pursuant to Articles 15 to 22 of EU Regulation no. 2016/679, the right to:
a) ask for confirmation of the existence or otherwise of your personal data; b) obtain information about the purposes of processing, the categories of personal data, the recipients or categories of recipients to whom the personal data have been or will be communicated and, where possible, the period of storage; c) to obtain the correction and removal of the data; d) to obtain the limitation of the treatment; (e) to obtain data portability, i.e. to receive data from a data controller in a structured, commonly used and readable machine-readable format and to transmit them to another data controller without hindrance; f) object to the processing at any time and also in the case of processing for direct marketing purposes; (g) object to an automated decision making process concerning natural persons, including profiling; (h) to request from the controller access to and rectification, erasure or restriction of the processing of personal data concerning him or to object to the processing of personal data, in addition to the right to data portability; (i) revoke consent at any time without prejudice to the lawfulness of processing based on consent given prior to revocation; (j) lodge a complaint with a supervisory authority.
You may exercise your rights by sending a written request to:
- the postal address of the registered office: AICE Consulting SrI, Via Boccaccio 20, 56017 San Giuliano Terme, PI;
- the e-mail address email@example.com.