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Software License Sale Agreement
Terms of the Software License Sale Agreement
This Agreement is entered into between a user (natural or legal person) and D-One for the product (hereinafter "SOFTWARE PRODUCT") indicated above. SOFTWARE PRODUCT means the package, the medium, printed material, documentation ("online" and/or electronic), online products (such as cloud, web pages, apps) and the software (both in its entirety and in its parts, including but not limited to, title, images, photographs, animations, videos, audio, music, texts, applets and other integrated components created by D-One). By installing, copying or otherwise using the SOFTWARE PRODUCT, the user unconditionally accepts all the terms of this Agreement. A user who does not intend to accept all the terms of this Agreement must refrain from installing, copying, or otherwise using the SOFTWARE PRODUCT in any way. The SOFTWARE PRODUCT is protected by copyright laws and international treaties and by international regulations on copyright, and the intellectual property belongs to D-One. The SOFTWARE PRODUCT is licensed and not sold to the user. D-One also reserves all rights not expressly granted by the terms of this Agreement.
Grant of non-exclusive limited license
The SOFTWARE PRODUCT is considered in use when it is loaded into temporary memory (i.e., RAM) or installed in permanent memory (i.e., hard disk, CD-ROM, or other storage media) of the computer in question, the smartphone, the tablet, or when access to the cloud or various web services has been made. Installation on a server is strictly prohibited without a special and separate network license obtained from D-One. This Agreement does not represent such a special license required for network installation. Installation on a network server constitutes use subject to the terms of this Agreement. This license does not represent the sale of the original SOFTWARE PRODUCT or a copy thereof. You may not sell, rent, lease, lend, or otherwise transfer the SOFTWARE PRODUCT and/or accompanying materials to another individual or legal entity. The conditions for the use of the SOFTWARE PRODUCT online, in effect when the User orders or renews a service subscription, will apply for the entire duration of the validity period of such subscription. With regard to services billed periodically based on usage, the relevant conditions in effect at the beginning of each billing period will be valid for the entire period.
Intellectual property rights
D-One retains all rights, ownership, and interests related to this SOFTWARE PRODUCT and the related manuals, packaging, and other writings (collectively, the accompanying material), including but not limited to copyright, registered trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, and graphics. The SOFTWARE PRODUCT and the accompanying material are protected by copyright laws valid in Italy and by applicable copyright laws and treaties worldwide. All rights are reserved. The SOFTWARE PRODUCT and the accompanying material may not be copied or reproduced in any form or by any means, in whole or in part, without prior written authorization from D-One. Those who copy or reproduce, in whole or in part, the SOFTWARE PRODUCT or the accompanying material, in any form or by any means, will knowingly violate copyright laws and will be subject to civil and criminal penalties.
Backup or storage of the SOFTWARE PRODUCT
Once the SOFTWARE PRODUCT has been installed in the permanent memory of a computer, the user may keep and use the original disks and/or CD-ROMs only for backup or archival purposes.
Limitations
The user may not copy or otherwise reproduce the SOFTWARE PRODUCT or the accompanying material, modify or prepare derivative copies based on the SOFTWARE PRODUCT or the accompanying material, distribute copies of the SOFTWARE PRODUCT or the accompanying material by means of sale or transfer of ownership; rent or lend the SOFTWARE PRODUCT or the accompanying material or publicly display the SOFTWARE PRODUCT or the accompanying material except as specifically provided in this Agreement. It is expressly forbidden to transmit the SOFTWARE PRODUCT or the accompanying material electronically or by any other means on the Internet or by any other means or to any other party. It is expressly forbidden to sell or otherwise use for profit components or basic elements on or related to the SOFTWARE PRODUCT or the accompanying material. It is prohibited to reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT in any way. Any copy of the SOFTWARE PRODUCT or the accompanying material not specifically permitted by this Agreement constitutes a violation of the Agreement itself.
Technical Support Service
In some cases, D-One provides the user with a support service, which is managed and handled exclusively by D-One itself, and is subject to the receipt of online registration and/or the communication of the License Number. The service is provided by phone, at the user's premises or at D-One's premises, depending on the needs of the case. The support service does not include consulting activities, the communication of information on non-technical issues, or the consideration of problems that can be solved by simply reading the provided documentation or related to the use of other software.
Support is provided through the purchase of a 30 or 60 minute Voucher. At the end of the support session, D-One will deduct the minutes used for this service, in 5-minute increments.
D-One will provide the service up to a debt of 30 minutes by the customer who has already purchased a voucher; below this threshold, D-One will not provide any type of assistance, not even for possible errors. In the event that the customer reports a software error and demands assistance for it, they will still have to purchase a voucher if their balance shows a debt of minutes. If D-One confirms that it is a software error, the minutes used solely for resolving the error will not be deducted.
Validation
The use of the SOFTWARE PRODUCT is subject to its activation by the Customer. D-One reserves the right to verify the validity of the licenses installed at the Customer's premises, also with the aid of electronic programs, by automatically sending to D-One the identification data of the licenses present on the Customer's systems and terminals.
Therefore, the SOFTWARE PRODUCT may from time to time request validation functionalities. Validation allows verification that the SOFTWARE PRODUCT has been activated and has a valid license. If validation is not successful, the use of the SOFTWARE PRODUCT will be inhibited.
If, during validation, it is found that the SOFTWARE PRODUCT installed on the Customer's device is counterfeit, does not have a valid license, or is not an original D-One product, the Customer will no longer be able to use that SOFTWARE PRODUCT and D-One will suspend the provision of any service to the Customer.
Updates
D-One may at any time make updates or new versions of the SOFTWARE PRODUCT, without being in any way obliged to provide updates under special conditions for those who own previous versions of the SOFTWARE PRODUCT, although it reserves the right to carry out such commercial operations. D-One does not guarantee compatibility between different versions of the SOFTWARE PRODUCT, although, generally, the needs of those using previous versions will be taken into consideration. The use of SOFTWARE PRODUCT updates is permitted only to holders of a valid license for the SOFTWARE PRODUCT subject to update, replacing and/or integrating the SOFTWARE PRODUCT itself and maintaining the terms of this Agreement unchanged. In particular, the user may not rent, lease, or lend the SOFTWARE PRODUCT update and may not in any way copy, photocopy, translate, modify and/or make it available in any form on the Internet without the prior written authorization of D-One.
Limitations and warranty disclaimer clauses
Limited warranty
D-oOne guarantees for a period of (30) days from the date of purchase as evidenced by the sales invoice that the SOFTWARE PRODUCT Storage Medium is free from material and manufacturing defects under normal use and maintenance conditions. If, for any reason, defects are found in the Storage Medium or if you are unable to install the SOFTWARE PRODUCT on your personal computer or laptop, smartphone, tablet, or access the online products, you may return the SOFTWARE PRODUCT and all accompanying materials to D-one for replacement of the SOFTWARE PRODUCT. This limited warranty does not apply if the SOFTWARE PRODUCT has been accidentally damaged or as a result of improper use.
Customizations and adaptations performed by D-one on the SOFTWARE PRODUCT, if carried out via remote assistance directly on the SOFTWARE PRODUCT, with the direct and immediate verification by the Customer, are excluded from the warranty. In cases where customizations and adaptations on the SOFTWARE PRODUCT are delivered remotely to the Customer after internal development, the Customer has a maximum of 5 working days to report any malfunctions in the delivered implementation by email to help@d-one.info. After this period, the warranty on the customizations expires and any reported defects or shortcomings may be considered according to the procedures provided by the standard support service, regulated by the purchase of Vouchers.
All modifications to the Software and the structure of the Databases, not carried out directly by the D-One Technical department, will result in the cancellation of the standard warranty on the Software itself, on all associated services, and on the customizations carried out following the direct request of the Customer.
Protection of customer rights
The user's exclusive rights, and the entire responsibility of D-one, will be limited to the replacement of the Storage Medium containing the SOFTWARE PRODUCT or a full refund of the price paid for the SOFTWARE PRODUCT. Opening the sealed package of the SOFTWARE PRODUCT, installing and/or using the SOFTWARE PRODUCT or the accompanying material constitutes the user's acceptance to waive any repairs allowed by law or by right. Any repairs that the customer may not waive for reasons of public policy are assigned or will be assigned, as soon as they become available, to D-One.
Warranty exemption clauses
Except for the explicit limited warranty described above, D-One does not provide any warranties, explicit or implicit, oral or written, relating to the products or their constituent components. Any implied warranties that may be imposed under applicable laws are in any case limited to the maximum extent permitted and to the duration of the limited warranty. D-One does not endorse, guarantee, or assure the quality or performance of the SOFTWARE PRODUCT or the accompanying materials other than as stated in the aforementioned limited warranty. D-One does not endorse, guarantee, or assure that the functions of the SOFTWARE PRODUCT or the accompanying materials will meet the user's requirements or that the SOFTWARE PRODUCT will operate uninterrupted, be error-free, or that problems will be resolved. D-One does not guarantee that the SOFTWARE PRODUCT will operate in a multi-user environment. Any information or advice, oral or written, from D-One, its distributors, directors, officers, employees, agents, contractors, or affiliates does not constitute any different warranty nor will it extend or broaden the scope of this warranty. The user may not rely on such information or advice.
Limitations of liability
With regard to each SOFTWARE PRODUCT, the maximum overall liability of each party towards the other, under this contract, is limited to direct damages settled definitively with an amount that shall not exceed the amounts that the User will have had to pay for the SOFTWARE PRODUCT during the validity period of this contract. With regard to online products, D-One's liability towards the User, for any unforeseen event giving rise to a claim, shall not exceed the amount that the User will have paid for the SOFTWARE PRODUCT during the 12 months preceding the unforeseen event, it being understood that the total liability of a party may not exceed the amount paid for the online SOFTWARE PRODUCT during the subscription. With regard to SOFTWARE PRODUCTS provided free of charge, D-One's liability is limited to direct damages definitively settled up to a maximum sum of 200 Euros (€200). In no event shall either party be liable for loss of profit or for indirect, special, incidental, consequential, moral, or exemplary damages, nor for damages for loss of use, loss of profits or earnings, business interruption, or loss of business information, regardless of any cause or theory of liability. The liability limits apply to the maximum extent permitted by applicable law but not in the event of a violation of the other party's intellectual property rights.
None of the parties shall be liable for failure to perform obligations due to force majeure (fires, explosions, power outages, earthquakes, floods, storms, strikes, embargoes, labor disputes, acts by civil or military authorities, wars, terrorism, including cyber terrorism, force majeure events, acts or omissions by internet traffic carriers, actions or omissions by public entities, including the enactment of laws or regulations or other acts by Authorities that affect the provision of services). However, this shall not apply to payment obligations undertaken by the User under this Agreement.
It is also agreed that the SOFTWARE PRODUCT is GDPR ready but is not suitable for processing health data (art. 9) and/or judicial data (art. 10), therefore it is not permitted to use it for entering such types of data. Use is permitted only for users who have reached the age of majority.
Jurisdiction
This contract is governed by the laws in force in Italy, regardless of the legislation of individual countries, and for any dispute and contestation, the court of Modena has exclusive jurisdiction. This Contract may be amended only by a written document specifying the amendment, ratified by both parties. In the event that any of the clauses of this Contract cannot be enforced, such clause shall be enforced to the maximum extent possible; the other clauses of the Contract shall remain in effect.
Entire agreement
This Agreement represents the entire agreement between the parties and supersedes any prior communications, proposals, or agreements, whether oral or written, between the parties or any resellers, distributors, or employees.
Termination
This Agreement is valid until termination. This Agreement is automatically terminated (without notice) if the user does not act in accordance with the clauses of the Agreement itself. The Agreement may also be terminated by destroying the SOFTWARE PRODUCT and accompanying materials and all copies and reproductions thereof, and by permanently deleting the SOFTWARE PRODUCT from any client servers or computers on which it was installed.
Fair repairs
The user agrees that if the terms of this Agreement are not respected, D-One would be irreparably harmed and therefore agrees that D-One is entitled, without written commitments, other guarantees or proof of damages, to adequate equitable remedies regarding any violations of this Agreement, in addition to any other remedies.
In accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, concerning the protection of natural persons with regard to the processing of personal data, as well as the free movement of such data, we inform you that the processing of your personal data is aimed at offering you the possibility to receive technical and commercial information and advertising material from D-One and its affiliated bodies. You may freely access, modify, or delete your personal data by writing to D-One at the address indicated below.
Disclaimer
D-One informs Users who use the websites owned by D-One and all software branded D-One Software House that, given the content of Articles 9 and 10 of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, regarding the protection of natural persons with regard to the processing of personal data, as well as the free movement of such data, it assumes no responsibility should Users, in their use, violate these articles.
Terms and conditions for the use of D-One software in Cloud
This Agreement is entered into between a Customer (natural or legal person) and D-One for the use of the software in Cloud version (hereinafter "Cloud"). Cloud means the use of the software through authenticated access with the consequent creation of a database synchronized with the servers owned by D-One. By creating and using the Cloud, the Customer unconditionally accepts all the terms of this Agreement. The Customer who does not intend to accept all the terms of this Agreement must refrain from creating and using the Cloud. The Cloud is licensed and not sold to the Customer. D-One also reserves all rights not expressly granted by the terms of this Agreement.
Contract stipulation methods
This contract allows the Customer to use the Cloud for personal use on their devices. The Cloud is considered in use, and therefore the contract is in effect, as long as there is a database on D-One's servers created with the Customer's credentials.
The contract is concluded at the moment the Customer accepts it during the creation of the Cloud database. Failure to accept the contract will not allow its creation.
Fees and payments
The Customer is required to pay the fees for the use of the service in question (which the Customer hereby declares to be aware of and hereinafter referred to as the Price List). D-One reserves the right to make changes to the Price List, it being understood that the new Price List will be applied after the expiration of the service subscribed to by the Customer.
The Customer acknowledges and accepts that payment may only be made using one of the methods indicated.
In the event of non-payment or late payment of any amount due under this contract, D-One shall have the right to immediately suspend any service without further notice until receipt of the amount due.
Use of the service
The Customer has the option to activate different types of subscriptions to the Cloud version of D-One software. The subscriptions have a limited duration.
The Customer acknowledges that in order to use the D-One Cloud software, they must provide themselves with the necessary electrical, electronic, or any other type of equipment, software, telephone and/or network services, and anything else required, and that the service does not include the provision by D-One of the tools necessary to access the internet. The Customer undertakes to hold D-One harmless from any claim that may be made against the latter for any reason or in any way connected to the inadequacy of the hardware and/or network and/or software systems necessary to ensure the correct use of the service.
Malfunctions or breakdowns
In case of reporting faults or malfunctions, the Customer undertakes to provide all the specifications and information that may be requested by D-One.
In the cases referred to in the previous point where the complaint made by the Customer concerns issues related to the cloud infrastructure, D-One undertakes to promptly request the intervention of the cloud infrastructure and services provider, it being understood that the Customer may not make any claims against D-One for any disruption attributable to the provider of the cloud infrastructure and services.
Limitations in the use of the service
With the activation of D-One software in Cloud version, the Customer is considered the sole and exclusive responsible party for the use of the service. The Customer acknowledges being solely responsible for the content entered, present, transmitted and/or stored on the servers hosting the service and undertakes to use the service exclusively for lawful purposes and as permitted by the applicable legal provisions from time to time, without infringing any rights of third parties. It is also agreed that D-One software is GDPR ready but is not suitable for processing health data (art 9) and/or judicial data (art 10), therefore it is not permitted to use it for entering such types of data. Use is permitted only for users who have reached the age of majority.
Cases of suspension and/or interruption
D-One has the right to suspend and/or interrupt the provision of the Cloud in case of improper use or violations of this contract.
Deletion of the database from the servers
D-One will delete the Client's database from its servers 30 calendar days after the service is discontinued and/or after non-payment of the contract renewal.
Warranties and liability
The Customer acknowledges and accepts that D-One does not make any express or implied representations or warranties that the Cloud service is suitable to meet the Customer's needs or that it is free from errors. The Customer acknowledges that D-One, under no circumstances, can be held liable for any damages that may arise to the Customer or third parties as a result of delays, non-performance, or malfunctions and/or interruptions in the provision of the Cloud service. In any case, to the maximum extent permitted by law, D-One's liability can never exceed the amount spent in the last 12 months exclusively for the Cloud service by the Customer.
Withdrawal
The Customer qualified as a "consumer" pursuant to art. 3 of Legislative Decree 2016/2005 (so-called "Consumer Code"), i.e. one who acts for purposes unrelated to entrepreneurial or professional activity, will have the right to withdraw within 10 (ten) days from this contract without any penalty, by written communication sent by registered letter with return receipt to D-One Software House Via Genova 12, 41012, Carpi (MO) or by certified email (PEC) to the address amministrazionedone@pec.it.
D-One reserves the right to withdraw from the contract at any time and without obligation to provide a reason, by giving written notice to the Customer, with at least 30 (thirty) days' notice. After this period, the contract shall be considered terminated and/or ended and D-One may deactivate the Cloud service without further notice and refund the Customer for any amount already paid. In any case, any other liability of D-One for exercising the right of withdrawal and/or non-use of the Cloud service by the Customer, or the consequent right of the latter to claim any other refund, compensation, or indemnity, is expressly excluded.
Duration
The duration of the Contract is agreed from the date of activation of the Cloud service for a period equal to the duration of the subscription chosen as indicated in the Price List.
Applicable law and exclusive jurisdiction
This contract is subject to Italian law. The competent court is that of Modena.
Processing of personal data
With reference to the processing by D-One of personal data of third parties for which the Client is the data controller and which are entered or otherwise processed in the execution of the contract (“Third-party personal data”), pursuant to the General Data Protection Regulation 619/2016 (GDPR), D-One is considered the Data Processor. It is possible to request the register of third-party processing by sending a request via email to info@d-one.info.
The personal data of the Customer, or the Customer's staff, collected and processed by D-One for its own purposes and in the manner for which it is the data controller, will be processed in accordance with the information provided on the website http://www.d-one.info/privacy-policy.
General rules governing Marketing activities by external Promoters to D-One
Any form of advertising arising from the initiative of external Promoters will be financially supported by their efforts, and must be in line with the Disclaimer shown below.
Direct Marketing activities and Social Campaigns are entirely the responsibility of the Promoters, who undertake to use the Assets provided by D-One.
Disclaimer
The Nios4 logo and all derivative programs, as well as the producer D-One, may not contain or be associated with:
- Violence: violent images and content
- Sexuality: sexual images and material or nudity
- Language: texts, words, and articles of any kind containing potentially offensive language
- Restricted substances: material and content with references to or depictions of illegal drugs
- Activities and content reserved for adults: promotion of products, elements, or activities that are generally reserved for adults, such as cigarettes, alcoholic products, firearms, or gambling
- Content of a Political and Religious Nature: images, content, and symbols of political or religious propaganda
Therefore, any use that does not comply with the above guidelines is prohibited and prosecutable. All marketing actions and initiatives by external Promoters are to be considered carried out independently and release Nios4 and the manufacturer D-One from any kind of civil and criminal liability.
It is also forbidden to associate Nios4 and its Brands and Templates with inappropriate products and content such as:
- images that damage personal image or that use Minors and their images
- disseminating advertising on clothing items
The use of the Logo and its official variations collected in the Assets provided by D-One is permitted for:
- setting up exhibition stands
- outfitting company vehicles and vehicles
- sponsorships on Hardware
- activation of Social channels
- development of Landing Pages
- editorials and articles in print and online industry portals
© D-One Software House - All rights reserved - VAT: 02211990367 - Via Genova, 12, 41012 Carpi (Mo) - Choose Us
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