Configurable Workflow&SLAs engine (LIGHT) - End User License Agreement
This Licence Agreement govern your use of software called “Configurable Workflow&SLAs engine (Light)”; by using this software, you accept these terms and conditions in full. If you disagree with these terms and conditions or any part of these terms and conditions, you must not use this software.
Unless otherwise stated, Cluster Reply S.r.l and/or its licensors own the intellectual property rights of this software. Subject to the license below, all these intellectual property rights are reserved.
1. Applicable Law: Definitions.
This order, the definition of terms used, performance hereunder, and the interpretation of this order shall be governed by and construed in accordance with Italian laws. "Confidential Information" means any non-public information or documentation provided by Supplier under this Order, including but not limited to Software, documentation, and information pertaining thereto. "End- User Customer" means the final licensor of Software who licenses for their use. "Order" means this purchase order. "Software" means Supplier’s proprietary Software and any third party proprietary software components licensed to Customer pursuant to this Order. "Terms" means, collectively, the terms and conditions set forth below and on the front of this Order.
This Order constitutes an acceptance of Customer’s offer to license Software contingent and consistent upon the Terms contained herein. Any terms or conditions proposed by Customer inconsistent with or in addition to the Terms shall be void and of no effect, unless specifically agreed to in a signed writing by an authorized Supplier representative. Payment for Software by Customer or furnishing of the Software by Supplier, in whole or in part, shall constitute a binding agreement on the Terms of this Order unless Software is returned to Supplier unused. The failure of Supplier to insist upon performance of this Order, to enforce any of the Terms of this Order or other purchase orders from Supplier, or to exercise any right or privilege granted to Supplier under this Order or under law, shall not be construed as a waiver and the same shall continue in full force and effect.
3. License Grant
Subject to Customer's compliance with the terms of this Agreement, Supplier grants to Customer a non-exclusive, non-transferable, perpetual license to install, use and execute the Software in object code form on a per-license basis consistent with the licensing scheme applicable to the type of software purchased on this Order at a location specified by Customer (“Software License”) as may be changed by Customer from time to time upon prior written notice to Supplier, such Software License limited to the site(s), number of seats, concurrent users, agents, servers, ports, devices, managed applications, and/or copies as applicable to the Software obtained, not to exceed the number of licenses set forth on Orders placed pursuant to this Agreement. The Software License shall become effective upon Delivery of the Software and shall remain in force unless terminated. This right does not include permission to grant sub-licenses or otherwise transfer such rights. The Customer may make one (1) copy of the Software for non-productive archival purposes only, provided that it retains or affixes the equivalent of Supplier's proprietary legend and copyrights to the copy. Additionally, the Customer may make several copies of the system documentation, excluding training manuals and materials, provided that they are for internal use only. Customer may not reverse engineer, disassemble or otherwise translate the Software provided pursuant to this Agreement. Supplier, or any third party that owns the Software License, retains exclusive title to and all rights to the Software. The Customer acknowledges that the Software and documentation are the property of Supplier and that the only right that the Customer obtains to the Software is the right of use in accordance with the terms of this Agreement. To assist Supplier in the performance of its duties under this Agreement and in the protection of its proprietary rights, Customer hereby authorizes a Supplier representative to enter Customer's premises, physically or electronically, and inspect the Software License at reasonable times with prior notice.
This Agreement is not intended to nor does it provide any license rights to the Software. The original and all copies of the Software and Services remain the sole property of Cluster Reply S.r.l or its licensors, subject to all of the confidentiality and other restrictions set forth in these Terms. Customer must retain all legends relating to copyright, trademarks, patents, or confidentiality on all copies of the Documentation or any print of a screen display from the Services. Cluster Reply S.r.l reserves all right, title and interest in and to the Software and Services under all applicable federal, state and local laws of the United States and any other jurisdiction. Cluster Reply S.r.l is not obligated to provide, and Customer acquires no right of any kind with respect to, any source code for the Software.
3.1 Conditions of Use
Customer’s right to use the Services is subject to the following restrictions and limitations.
1) The software will only be used for non-commercial purposes
2) The software will only be used for lawful purposes and in accordance with Applicable Law;
10) Customer’s use of Third-Party Platforms is at Customer’s own risk and is governed by the terms and conditions of such Third-Party Platforms (and you shall comply with all such terms and conditions). Cluster Reply S.r.l. makes no representations and has no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third-Party Platform or any transactions completed and any contract entered into by you with any such third party.
11) Customer will not:
11.1) Resell, sublicense, time-share, or otherwise share the Services with any third party unless otherwise approved by Cluster Reply S.r.l.;
11.2) Make the software available to anyone who is not an “Authorized User.” An Authorized User is an employee of Customer, or a person to whom Customer has outsourced service, who is authorized to access the Software;
11.3) Modify or create derivative works of or decompile, disassemble or reverse-engineer the Software or otherwise attempt to derive the source code of the Software;
11.4) Copy any feature, design or graphic in the Software
11.5) Access or use the software for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
12) Configurable Workflow&SLAs engine (Light) is NOT owner of any data inside the systems.
4. Compliance with Laws
Customer shall comply with all applicable laws, including, without limitation, the statutes and regulations of the United Kingdom and the export control laws of the United States. The United Nations Convention on the International Sale of Goods (CISG) is specifically excluded.
5. Limited Warranty
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE SUPPLIERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE
Cluster Reply S.r.l has no obligations under Section 5.1 if (i) the Software has been modified by Customer or any third party, unless the modification has been pre-approved in writing by Cluster Reply S.r.l; or (ii) the non-conformance is caused by any third party software or hardware, by accidental damage or by other matters beyond Cluster Reply S.r.l reasonable control.
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED WITH NO OTHER WARRANTIES OF ANY KIND, AND Cluster Reply S.r.l.DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Cluster Reply S.r.l DOES NOT WARRANT THAT THE USE OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. Cluster Reply S.r.l.IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY THIRD-PARTY PLATFORMS ASSOCIATED WITH OR UTILIZED IN CONNECTION WITH THE SERVICES, INCLUDING THE FAILURE OF ANY SUCH THIRD-PARTY PLATFORMS.
6. No Maintenance and Support or Other Services
Supplier will provide no Services under this Order and after the expiration of the warranty period specified in Section 6, no other ongoing maintenance or technical support will be provided under this Order, including, without limitation, upgrades, license revisions, updates, fixes or telephone support of any kind. Customer may purchase maintenance and support or various training, installation, or other professional services from Supplier separate from this Order under a separate agreement.
7. Relationship of the Parties
Each party acknowledges that they are independent contractors, and that the relationship between Supplier and Customer is that of manufacturer/Customer. Neither party shall in any way represent or obligate the other party to any contract, term, or condition, nor may it represent the other party as agent, employee, franchisee, or in any other capacity. Customer is expressly prohibited from making representations to other third parties regarding Supplier or the Software and Services in excess of or contrary to representations contained in Supplier’s or its third-party supplier's product specifications, brochures, newsletters, and other publications provided to Customer by Supplier. Nothing in this Order shall be construed to limit either party's right to independently develop or distribute products which are functionally similar to the other party's products, so long as Confidential Information of the other party is not used in such development or distribution.
8. Entire Agreement.
This Agreement is the entire agreement of the parties regarding the subject matter hereof, and supersedes and terminates any prior agreements, understandings or representations, written or oral, except with respect to any trade indebtedness owing between the parties.