– License Agreement –
IMPORTANT: Please read the terms and conditions outlined below carefully before downloading, installing, duplicating, or using the product. BY DOWNLOADING, INSTALLING, DUPLICATING OR USING THE SOFTWARE, YOU AGREE TO ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Software End User License Agreement.
THIS AGREEMENT IS FOR THE RIGHTS OF THE END USER AND IS NOT A CONTRACT OF SALE. The Provider retains ownership of the copy of the Software and the physical media contained in the sales package, as well as any other copies that the End User is authorized to make pursuant to this Agreement.
Upon actual and successful installation of the Software, the User accepts the terms and conditions of this Agreement. If the User does not agree to all of the terms and conditions of this Agreement, he/she must promptly select the “Close” button, discontinue installation or downloading, or delete or return the Software, installation media, accompanying documentation, and receipt of purchase to the Provider or to the store where the User purchased the Software.
YOU AGREE THAT YOUR USE OF THE SOFTWARE REPRESENTS CONFIRMATION THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED THIS AGREEMENT AND THAT YOU AGREE TO ABIDE BY THE TERMS AND CONDITIONS SET FORTH HEREIN.
This 7MINUTES Contract with the end user (the Contract), in force from the date on which the terms herein are accepted (unless returned as specified above), is stipulated between Mosaicoelearning SRL with registered office in 97100 Ragusa (RG), Via del Melograno, 77, VAT number 01638210888, in the person of its legal representative and the “User”.
The parties agree as follows:
1 – DEFINITIONS
Content: all images, photos, videos, text, models, audio recordings and other content accompanying this 7MINUTES Contract.
Documentation: the user guide, information and/or other documentation provided by Mosaicoelearning srl with the Product sold.
Client: the professional subject, company or private individual/consumer who has an interest in obtaining training products and services sold by Mosaicoelearning SRL.
Software: any computer program of Mosaicoelearning SRL (in object code) that accompanies the present Contract.
Updates: if applicable, any patch, update or new version of the Software provided to the Client pursuant to the Support Services.
Product: collectively, the software, content and updates and all documentation related to 7MINUTES.
2 – SUBJECT MATTER OF THE AGREEMENT
2.1 Software license.
a) With the present contract Mosaicoelearning SRL grants an onerous, non-exclusive and non-transferable license to use the licensed Software without modification.
b) The user fills in the order form and declares to have read and understood in its entirety the present conditions of License to use the Software and at the same time declares to accept expressly its goal and content.
3 – SERVICES OF ASSISTANCE SOFTWARE THAT INCLUDE:
– legal updates on the purchased Software only;
– fixes of eventual errors of the Software granted in License of use detected by the user and recognized as such (at the sole discretion of Mosaicoelearning srl);
a) For the correction of errors that may be contained in the Software, the User commits to communicate appropriate documentation of the malfunction found, in the manner provided for in art. 13 of the present conditions. Mosaicoelearning srl, after recognizing (in its unquestionable judgment) the actual error, undertakes to provide support service and in order to correct it or releasing a corrected version of the Software.
b) Mosaicoelearning srl guarantees that the Assistance services will be provided by staff with adequate professional preparation and that they can also be performed by technicians external to its organization.
c) The assistance service provided by this contract does not include the correction of malfunctions due to improper use of the Software by the User or his staff.
4 – OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS AND ASSETS OF THE SOFTWARE
4.1 Mosaicoelearning srl holds the ownership of the original Software and of all its copies independently from the used support or form. All trademarks, registered or not, as well as any other distinctive sign, denomination, image placed on the program or relative documentation, remain property of Mosaicoelearning srl, with no right on them to the User from the stipulation of this contract. The User commits himself not to destroy, alter or partner such trademarks, distinctive signs and names and commits himself to reproduce them on eventual back up copies.
4.2 The User License does not grant any rights to the original source software. All the techniques, the algorithms and the procedures contained in the Software and in the relative documentation are information protected by copyright and are property of Mosaicoelearning srl, therefore, they cannot be used in any way by the User for purposes different from those indicated in the contract and in the annexes, and it is therefore expressly forbidden for the User to distribute or sublicense the product to third parties or, however, to allow its use by third parties either for free or for a fee.
4.3 Always in the cases of License of use, Mosaicoelearning srl will have the exclusive property and every right of intellectual and patrimonial property of the Software produced, therefore it has the faculty to supply the same service and/or product to other clients in general, organizations of any nature, public and private.
5 – DURATION AND STARTING OF THE CONTRACT
5.1 The Software License Agreement shall start on the date of signing the agreement. The duration of the contract of License of use of the Software is of 12 months and it is meant as tacitly renewed, except for exercising the faculty of cancellation to be communicated by means of registered letter or e-mail PEC within 15 days from the expiration.
6 – OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES
6.1 Mosaicoelearning srl undertakes to grant a license to use 7MINUTES Software.
6.2 The User, by signing the present agreement, declares to know and to have tested the Software and therefore declares to know its purpose, functions and modalities of use.
6.3 Mosaicoelearning srl cannot in any way be held responsible for inefficiencies and/or damages caused by the use of the Software for purposes different from those for which it has been created and licensed, for purposes contrary to national or European law or international agreements and in any case contrary to common sense, decency and the conditions of this agreement.
6.4 Mosaicoelearning srl cannot be held responsible for any damage, directly or indirectly suffered by the User or by third parties for any tampering or interventions that may have compromised the correct functioning of the Software made by staff or collaborators of the User; by its incorrect use; by the incorrect functioning of hardware or software used by Mosaicoelearning srl; by the total or partial interruption of the local access service provided by a telecommunication operator and/or the internet network; by non-compliance, non-fulfilment and violation of the law attributable to the User.
6.5 Mosaicoelearning srl will not be in any way responsible for the content of the information that the User decides to convey through such tools.
6.6 Mosaicoelearning srl commits itself to the correction and the elimination of defects and dissimilarities, arising, found and reported by the client within 8 days from their occurrence.
6.7 The User undertakes for himself and for his employees, consultants and agents, who have access to the Software, to take every suitable and necessary measure to guarantee the confidentiality of the Software and of the relative documentation, furthermore he commits himself not to allow third parties to use even occasionally, to extract copies even partially, as well as to consult them.
6.8 Mosaicoelearning srl is not responsible for any damage caused to things or persons by the defective functioning of the equipment or Software installed, not attributable to its intervention and in case of maintenance carried out by unauthorized third parties.
7 – COMPLETION OF THE CONTRACT
7.1 The contract will be considered finalized when the installation is completed; therefore the obligation to pay the amount starts immediately, as soon as the operation is completed.
7.2 The User will make available to Mosaicoelearning srl the technological tools for which the program is intended, to allow the installation. Once the installation phase is over the Software License program will be considered accepted. After 8 days from the date of installation of the software without any complaints from the user, the program will be considered accepted, considering the period of time indicated above adequate to verify the suitability of the program by Mosaicoelearning srl. In case of defects, malfunctions, complaints or dissatisfaction, the User agrees to communicate them promptly and in any case not later than 8 days from the knowledge of the same to Mosaicoelearning srl, via registered letter or PEC in a correct and respectful way of the company image.
8 – ECONOMIC CONDITIONS AND FEES
8.1 The costs of the License of use object of the contract are detailed in the relative order form. For the granting of the rights of Licence of use the User undertakes to pay the agreed fees which are understood to be incontrovertibly accepted and due by the User at the moment of signing this contract.
8.2 The amounts due by the User will be invoiced by Mosaicoelearning srl and are net of VAT, that will be due by the User in the measure established by the law in force at the moment of invoicing the contractual fees.
8.3 If the User does not fulfill the obligations referred to in the previous points, Mosaicoelearning srl reserves the right, according to art. 1460, c.c., to suspend the execution of its services.
9 – CONFIDENTIALITY AND DATA PROTECTION
9.1 The terms and conditions of the contract, together with any other information explicitly defined as “confidential” and provided under the agreement, are confidential and will not be revealed, orally or in writing, by the User to third parties without the prior written consent of Mosaicoelearning srl.
9.2 The contracting parties acknowledge that the personal data will be treated observing security measures suitable to guarantee the privacy and confidentiality of the data in compliance with the privacy law in force during the pendency of this agreement.
9.3 All information of a sensitive and confidential nature and in general all information of which Mosaicoelearning srl comes into possession either directly or indirectly, will be collected and treated in accordance with the “Code for the protection of personal data”.
9.4 With the acceptance of this agreement the User declares to give his consent to the use of his personal data (exactly those present in this agreement for the correct execution of this agreement and for purposes related to the updating and maintenance of the Software.
9.5 The data will be treated for the whole duration of the existing contractual relationship, as well as afterwards, for the fulfilment of the legal obligations.
9.6 Mosaicoelearning srl has the faculty to transmit the data or the information to subjects delegated by it to carry out the services connected with the object of the present contract and communicated exclusively within the scope of the service rendered, after the subscription by said subjects of a commitment of confidentiality of the data themselves.
10 – GUARANTEES FOR THE USER
Mosaicoelearning srl guarantees the User against any possible claim of third parties having as object, alleged copyrights on the Software of this contract. Mosaicoelearning srl cannot, however, be held responsible for any kind of damage to the Software deriving from fortuitous events or force majeure and does not provide for them any guarantee. Mosaicoelearning guarantees that the Software at the moment of installation and loading will be in perfect working conditions, in conformity with what is described and foreseen in this contract and guarantees its realization according to the rule of art. This guarantee is subject to the workstation on which the program is installed according to the technical compatibility of the Software itself. The guarantee given by Mosaicoelearning srl, moreover, is conditioned to the correct functioning of the machines/devices and of the relative system program in use by the User or by third parties, as well as to the correct use of the system by the same. It is understood that any modification made directly by the User to the Software will result in the immediate cessation of any guarantee by Mosaicoelearning srl.
11 – MODIFICATION OF THE CONTRACTUAL CONDITIONS
The conditions of the contract can be modified and/or integrated by Mosaicoelearning srl in any moment and in every part, the modification of the contract will be communicated to the User by e-mail. The User will have nothing to claim in relation to any subsequent changes to the Contract and renounces in any case to make any claim in this regard. Notwithstanding the foregoing, this Agreement, with any subsequent published changes, will remain in full force and effect for as long as the User uses the service(s). Without prejudice to the right of withdrawal of the User, to be exercised, under penalty of termination, by registered letter or PEC that will start after 30 days from the notice.
12 – COMMUNICATION BETWEEN THE PARTIES
For the purposes of the execution of this contract, the parties elect their domicile at their registered office. Communications sent by e-mail will be effective immediately; those sent by registered mail will be effective upon receipt. Communications by e-mail shall be effective only if followed by an e-mail confirming receipt; each party undertakes to send confirmation of receipt at the time the message is actually received. The Parties shall promptly communicate, during the term of the contract, any change in their respective addresses. In case of lack of communication of the variation, all the communications and/or notifications that will be carried out on the basis of the addresses indicated above will be fully effective and valid.
13 – EXPRESS TERMINATION CLAUSE
Without prejudice to the provisions of the law, the contract will be terminated by law pursuant to and for the purposes of art. 1456 c.c. in case of failure to comply with one of the obligations provided for in Articles. 2 (subject of the contract), 4 (Ownership of intellectual property rights and assets of the Software), 6 (obligations and responsibilities of the parties), 7 (completion of the contract) and 8 (Economic conditions and fees).
Termination shall be communicated by registered mail with return receipt or PEC.
The effects of the termination shall be effective from the date of receipt of such notice.
Upon the effectiveness of the termination of this contract, the User shall return to Mosaicoelearnig srl all copies of the Software in his possession or, where this is not possible, shall destroy all of the above.
14 – COMPETENT COURT
Any dispute arising between the Parties concerning this contractual relationship, the Parties agree that it will be decided by the Court of Catania.
15 – THE PRESENT CONTRACT IS REGULATED BY THE ITALIAN LAW.
For everything not provided for in this contract, please refer to the provisions contained in the Civil Code and in the special laws.
The present contract, of which are integral and substantial part the premises and the Annexes, abrogates and replaces any agreement, understanding, negotiation, written or oral, previously made between the parties and concerning the object of this contract.
It is also declared to have read, fully understood and expressly accepted under Articles 1341 and 1342 of the Civil Code the following conditions: Preliminary remarks; 1-Definitions, 2-Object of the contract, 4-Ownership of the intellectual and patrimonial property rights of the Software,5-Duration and commencement of the contract, 6-Obligations and responsibilities of the parties, 7-Perfection of the contract, 8-Economic conditions and fees, 9-Confidentiality and data protection, 10-Guarantees for the Customer, 11-Modification of the contractual conditions, 12-Communication between the parties, 13-Explicit termination clause, 14-Jurisdiction.
I herewith Consent to the processing of personal data for the purposes referred to in Article 9 of this contract.