IMPORTANT: READ THIS AGREEMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN TABULA NATURAL INTERFACES SAS (AS DEFINED BELOW) AND YOU (ACTING AS AN INDIVIDUAL OR ENTITY OR, IF APPLICABLE, ON BEHALF OF THE INDIVIDUAL OR ENTITY ON WHOSE COMPUTER THE SOFTWARE IS INSTALLED).
IF YOU DOWNLOAD THE SOFTWARE, AND CHECK THE “I AGREE” OPTION DURING INSTALLATION, UNPACK, INSTALL, EXECUTE THE SOFTWARE PRODUCT ACCOMPANYING THIS AGREEMENT (THE “LICENSED SOFTWARE”) YOU WILL BE BOUND BY THIS AGREEMENT.
End User License Agreement
The software that is subject to this End User’s Software License Agreement (“EULA”) is the FaçadeSignage™ software (the “Licensed Software”, as more fully defined below). The licensor of the Licensed Software is TABULA NATURAL INTERFACES SAS (VAT:IT03312211208) (the “Licensor”), a Company having its principal place of business at Via Cento 5/b, S.Giovanni in Persiceto (BO), Italy. This EULA is a legally binding agreement between the Licensee and the Licensor pursuant to which the Licensor licenses the use of the Licensed Software to the Licensee (the “Licensee”). Please read it carefully. If you have any questions concerning this EULA, please contact the Licensor.
Any installing, copying, accessing, or using the Licensed Software by you (the “Licensee”) constitutes Licensee’s acceptance of, and promise to comply with, all of the terms and conditions of this EULA.
The “Licensed Software” includes all of the contents of the files downloaded with this Installer software as well as disk(s), CD-ROM(s), DVDs, or other media for which this EULA is provided, including:
1. third party computer information or software that the Licensor has licensed for inclusion in the Licensed Software;
2. written materials or files relating to the Licensed Software (“Documentation”);
3. upgrades, modified versions, updates, additions, and copies of the Licensed Software, if any (collectively, “Updates”).
Licensee may install one copy of the Licensed Software on a single computer. The Licensee must be the primary user of the computer on which the Licensed Software is installed. Licensee may create a second backup installation on the same computer, under a different user credential, for the purpose of backup.
The Licensed Software may contain technological measures that are designed to prevent its unlicensed or illegal use, such as software protection keys or a hardware dongle, as well as communication with remote servers to check for the license validity and product updates. The Licensed Software may contain enforcement technology that limits Licensee’s ability to install and uninstall the Licensed Software on a machine to no more than a finite number of times, and for a finite number of computers.
In order to be executed, the Licensed Software requires a license key file to be deployed at the time of installation (automatic licensing) or at a later time (manual licensing), which is bound either to a time interval and/or a date, and/or an hardware identification number (HID) .
The hardware identification number (HID) identifies a machine using a combination of hardware serial numbers of various hardware devices, if the user changes substantially the elements of the machine (ex: change of hard disk drive, motherboard or network interface) the HID could change invalidating the license.
Should the HID change, the Licensor will provide a new license based on the new HID, on the Licensee request and only in the case the Licensee will proceed on the deactivation of the previous license (on the previous hardware configuration), following a procedure supported by the Licensor .
If Licensee has any problem with the installation or license deployment process, Licensee should contact the Licensor for support.
Licensee may make one copy of the Licensed Software for backup or archival purposes only, except that the Documentation may not be duplicated.
Licensee may not sell, assign, or transfer the Licensed Software or the License granted by this EULA without prior written consent of the Licensor .
The License granted by this EULA is non-exclusive. The Licensor may grant licenses similar to this EULA to third parties.
1. Licensee may not modify, adapt, translate, sublicense, rent, lease, or loan all or any portion of the Licensed Software or Documentation;
2. Licensee may not create any derivative works from all or any portion of the Licensed Software or Documentation;
3. Licensee may not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Licensed Software;
4. Licensee may not use a previous version of the Licensed Software after receiving a media replacement or upgraded version as a replacement to a prior version (in such case Licensee must destroy the prior version);
5. Licensee may not use the Licensed Software in the operation of any business, aircraft, ship, nuclear facilities, life support machines, communication systems, or any other equipment in which the failure of the software could lead to personal injury, death, or environmental damage;
6. Licensee may not remove or obscure the Licensor copyright or trademark notices, or the copyright and trademark notices of third parties that the Licensor has included in the Licensed Software or Documentation; and
7. Licensee may not use the Licensed Software to host applications for third parties, as part of a facility management, timesharing, service provider, or service bureau arrangement; and
8. Licensee may not use the Licensed Software in any manner that is illegal or not authorized by this EULA.
If the Licensed Software is an update to a previous version, Licensee must possess a valid License to the previous version. Once an Update has been released, the Licensor may cease support for prior versions, without any notice to Licensee.
Separation of Components
The “Licensed Software” is licensed as a single product. Its component parts may not be separated for use on more than one computer.
The Licensor is not obligated by this EULA to provide Licensee with any technical support services relating to the Licensed Software; however, Licensee may order additional support services for an additional charge as the Licensor may offer from time to time during the term of this EULA.
Limited Warranty on Media
If the “Licensed Software” is distributed with a tangible media ( CD-ROM(s), DVDs ) the Licensor warrants that the media on which the Licensed Software is distributed will be free from defects for a period of 30 days from the date the Licensed Software is delivered to Licensee. If Licensee discovers a defect in the media during this 30-day period, Licensee must then return the defective media to the Licensor within 10 calendar days of discovering the defect, and Licensee’s sole remedy is to have either the defective media replaced, or at the Licensor sole option, a refund of the money that Licensee paid for the Licensed Software. The warranty given in this paragraph is the only warranty given by the Licensor hereunder.
If the “Licensed Software” is distributed though web download, or the installer, then there is no such warranty, if the downloaded file will be corrupted the Licensee will attempt the installation another time.
No Warranty on Licensed Software
The Licensed Software is provided to Licensee “AS IS.” THE LICENSOR, and THE LICENSOR’S suppliers or affiliates, make no warranty as to its use or performance. THE LICENSOR, AND THE LICENSOR’s AFFILIATES, MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, EXCEPT FOR, AND TO THE EXTENT, THAT A WARRANTY MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW IN LICENSEE’S JURISDICTION.
Limitation of Liability
IN NO EVENT WILL THE LICENSOR, OR THE LICENSOR’S AFFILIATES, BE LIABLE TO LICENSEE FOR ANY DAMAGES, CLAIMS, OR COSTS WHATSOEVER, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A REPRESENTATIVE OF THE LICENSOR OR ONE OF THE LICENSOR’S AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS, OR FOR ANY CLAIM BY ANY THIRD PARTY. THESE LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE’S JURISDICTION. THE AGGREGATE LIABILITY OF THE LICENSOR, AND THE LICENSOR’S AFFILIATES, UNDER OR IN CONNECTION WITH THIS EULA, SHALL BE LIMITED TO THE AMOUNT PAID FOR THE LICENSED SOFTWARE, IF ANY.
Additional Terms for Beta Software
If the Licensed Software that Licensee receives with this EULA is pre-commercial release or “BETA” software (“Pre-release Software”), then, to the extent that any provision in this section is in conflict with any other term or condition in this EULA, this section supersedes such conflicting term(s) and condition(s) as to the Pre-release Software, but only to the extent necessary to resolve the conflict.
Licensee acknowledges that the Pre-release Software does not represent the final product from the Licensor , and may contain bugs, errors, and other problems that could cause system or other failures and data loss. Consequently, the Licensor disclaims any warranty or liability obligations to Licensee of any kind whatsoever.
IN APPLICABLE JURISDICTIONS WHERE LIABILITY CANNOT BE SO EXCLUDED FOR PRE-RELEASE SOFTWARE, BUT MAY BE LIMITED, THE LICENSOR’S LIABILITY, AND THAT OF ITS SUPPLIERS, SHALL BE LIMITED TO THE AMOUNT PAID BY LICENSEE. THE FOREGOING LIMITATION OF LIABILITY APPLIES TO ANY VERSION OF THE LICENSED SOFTWARE, PRE-RELEASE OR POST-RELEASE.
Licensee acknowledges that the Licensor has not promised or guaranteed to Licensee that the Pre-release Software will be announced or made available to anyone in the future, and that the Licensor has no express or implied obligation to Licensee to announce or introduce the Pre-release Software. The Licensor may decide not to introduce a product similar to, or compatible with, the Pre-release Software. Accordingly, Licensee acknowledges that any research or development that Licensee performs regarding the Pre-release Software, or any product associated with the Pre-release Software, is done entirely at Licensee’s own risk.
During the term of this EULA, if requested by the Licensor , Licensee will provide feedback to the Licensor regarding testing and use of the Pre-release Software, including error or bug reports.
If Licensee has been provided the Pre-release Software pursuant to a separate written agreement, then Licensee’s use of the Pre-release Software is also governed by that agreement. Notwithstanding anything in this EULA to the contrary, if Licensee is located outside of Italy, Licensee will return or destroy all unreleased versions of the Pre-release Software within 30 days of the completion of Licensee’s testing of the Pre-release Software if that date is earlier than the date scheduled for the Licensor first commercial shipment of the publicly released (commercial) Software.
Survival of Disclaimers
The exclusions of warranties, indemnification obligations and liability limitations shall survive the termination of this EULA, however caused; but this survival shall not imply or create any continued right to use the Licensed Software after termination of this EULA.
Licensee shall not ship, transfer, or export Licensed Software into any country or use Licensed Software in any manner prohibited by the Italian Export Law or any other export laws, restrictions, or regulations applicable to the Licensee (collectively the “Export Laws”) If the Licensed Software is identified as export controlled items under the Export Laws, Licensee represents and warrants that Licensee, and Licensee’s employees who will use the Licensed Software are not a citizen, or otherwise located within, an nation embargoed by Italy, and that Licensee, and Licensee’s employees who will use the Licensed Software, are not otherwise prohibited under the Export Laws from receiving the Software. All rights to use the Licensed Software are granted on condition that Licensee complies with the Export Laws, and all such rights are forfeited if Licensee fails to comply with the Export Laws.
This EULA is subject to, and will be governed by and construed in accordance with the substantive laws in force of the country of Italy whose courts shall have exclusive jurisdiction over disputes arising hereunder. In the case of any claim, litigation or other dispute regarding the interpretation or the execution of the Agreement, including termination, the Parties agree to attempt to come to an
amicable arrangement through a conciliation process. They shall have remedy, in the case where it is necessary, to the arbitration of a mutually acceptable expert appraiser. However if the disagreement persists, the Parties consent to the jurisdiction of the Tribunal of Bologna, Italy. This jurisdiction will apply equally to any injunction or incident request or where there is plurality of Requesters or Defenders.
Intellectual Property Ownership
The Licensed Software and any authorized copies that Licensee makes are the intellectual property of, and are owned by, the Licensor, and by third parties whose intellectual property has been licensed by the Licensor . This applies to all the copies made of the Licensed Software. The structure, organization, and code of the Licensed Software are the valuable trade secrets and confidential information of the Licensor and such third parties. The Licensed Software is protected by law, including without limitation, the copyright laws of Italy and other countries, and by international treaty provisions. Except as expressly provided in this EULA, Licensee is not granted any intellectual property rights in the Licensed Software. Licensee may not make or publish any public statement concerning the Licensed Software or the Licensor without the prior express written consent of the Licensor .
Reservation of Rights
The Licensor reserves all rights not expressly granted to Licensee by this EULA. The rights granted to Licensee are limited to the Licensor intellectual property rights, and to the intellectual property rights of third parties licensed by the Licensor, and do not include any intellectual property rights.
The Licensee agrees to rapidly notify the Licensor in writing of any action (and/or contract preceding such action) having connection with the infringement of a patent by the use of the Software delivered by the Licensor. The Licensor agrees that, if notified promptly in writing of any legal action (and/or any demand prior to such action) dealing with the infringement of a patent by the use by The Licensee of the unmodified Software as delivered by the Licensor, the Licensor could defend and pay the resulting costs, damages and interest, on the condition that the Licensor is given the sole control of the defense and/or all related negotiations with a view to reaching an amicable settlement.
In the hypothetical case where a final legal judgment is given forbidding The Licensee to use the Software for reasons of patent infringement, the Licensor may at his choice and at his expense, either obtain for The Licensee the right to continue using the Software, or replace or modify the Software in such a way that it ceases to be in infringement of a patent, or if this proves to be difficult to achieve, to recover the Software and credit The Licensee with a sum equal to
the net according value of the said Software, normal depreciation shall be taken into account.
This EULA constitutes the entire agreement between the Licensee and the Licensor relating to the Licensed Software, and it supersedes all prior or contemporaneous representations, discussions, undertakings, communications, agreements, arrangements, advertisements, and understandings regulating to the Licensed Software.
This EULA may only be modified or amended by a writing signed by the Licensor .
If any provision of this EULA is determined by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this EULA will remain in full force and effect.
No failure or delay by the Licensor in exercising its rights or remedies shall operate as a waiver unless made by specific written notice. No single or partial exercise of any right or remedy of the Licensor shall operate as a waiver or preclude any other, or further, exercise of that, or any other right, or remedy.
Proof of Compliance
Within 30 calendar days after request from the Licensor , or the Licensor’s authorized representative, Licensee will provide full documentation, and certify under penalty of perjury, that Licensee’s use of any and all Licensed Software is in conformity with this EULA.
If Licensee breaches this EULA, and fails to cure any breach within 30 calendar days after request from the Licensor , or the Licensor authorized representative, the Licensor may terminate this EULA, whereupon all rights granted to Licensee shall immediately cease. Furthermore, upon termination, Licensee shall return to the Licensor all copies of the Licensed Software, or verify in writing that all copies of the Licensed Software have been destroyed.