FTL CONSULTING DI TAMARA LAINERI
License Terms for Apps from FTL Consulting di Tamara Laineri
Version 01.00.01
1.1. The Parties have entered into an agreement (hereinafter referred to as the "Agreement") by virtue of a separate document that states (i) the identity of the Licensee, (ii) the specific product that falls within the scope of these License Terms, (iii) the specific modules the Licensee is licensed to, and (iv) the Licensee's fees.
1.2. The acquired license may be terminated or cancelled only on the terms and conditions outlined in these License Terms. Cancellation of these License Terms shall not apply to licenses for other products that have been bought separately, e.g., a license to Microsoft's products.
2.1. FTL Consulting di Tamara Laineri grants the Licensee a non-transferable and non-exclusive right to use (license to) the product specified in the Agreement (the specific modules the Licensee is granted license to at any time, hereinafter referred to as the "Product") on the following terms.
2.2. The use of the Product by the Licensee presupposes that the Licensee accepts these License Terms. When the Licensee installs the Product or otherwise starts using the Product, this shall be considered to signify full acceptance hereof.
2.3. The current license includes (i) the latest version of the Product at the time when the Agreement is signed and (ii) a mandatory maintenance subscription that grants the Licensee access to and the right of use of new versions of the Product in exchange for continuous payments.
2.4. The right of use concerns only the Product itself and does not apply to the requisite Microsoft licenses. The Licensee is free to acquire licenses for Microsoft products from third parties or via a separate agreement with FTL Consulting di Tamara Laineri.
3.1. The Licensee is granted the right to use the Product under these License Terms for the following users:
A. Internal use by persons employed by the Licensee as part of the Licensee's work.
B. External users, including consultants to the Licensee; however, only as part of work done with the Licensee's data and on behalf of the Licensee.
3.2. The Licensee shall be liable for all external persons who may get access to the Product pursuant to item 3.1 B of these License Terms.
3.3. Installing, subscribing to, or using the software means that the Licensee accepts these Terms (including any amendments made at any time). Where the Licensee does not accept the terms, the Licensee may not install, subscribe to, or use the software.
3.4. License Model. The software is licensed based on two models:
3.4.1. Subscription license model. When you opt for this model, you license the software per legal entity (per Microsoft ID) for a limited period described in your agreement with your partner. The software is installed locally or hosted by a third party on their behalf or as your agent ("Subscription License Model"). This model is user-independent, so an unlimited number of users can use the license in the database for a limited period.
3.4.1.1. If your license expires or is terminated, your right to use the software shall expire instantly. If you continue to use the software afterwards, you may be held liable for breaches of intellectual property rights, which may result in substantial claims for damages or lawsuits.
3.4.2. Subscription license model. When you opt for this model, you license the software on a per-user basis for a limited period described in your agreement with your partner. The software is installed locally or hosted by a third party on their behalf or as your agent ("Subscription License Model").
3.4.2.1. If your license expires or is terminated, your right to use the software shall expire instantly. If you continue to use the software afterwards, you may be held liable for breaches of intellectual property rights, which may result in substantial claims for damages or lawsuits.
4.1. The Product is a standard product. It is the Licensee's responsibility to ensure that the Product meets the Licensee's specific needs and requirements. FTL Consulting di Tamara Laineri shall maintain a log that unambiguously defines the most recently delivered and approved version of the Product.
4.2. Modifications to the most recently delivered and approved version of the Product may be made at the Licensee's own risk. Analyses, modifications, or other consulting assistance, if necessary, as a result of amendments to (i) the Licensee's own IT environment, (ii) modifications to Microsoft products, (iii) changes to the Licensee's use, or (iv) installation of new Product releases and versions shall be done by FTL Consulting di Tamara Laineri for the Licensee in exchange for remuneration based on time spent. Separate consideration shall be calculated for assistance with migration of modifications and customizations in the Licensee's own IT environment to new versions of Microsoft products or the Product, regardless of whether such modifications have been made by FTL Consulting di Tamara Laineri, third parties, or the Licensee.
4.3. The obligations of FTL Consulting di Tamara Laineri pursuant to these License Terms presuppose that the Licensee ensures that new releases and versions are always installed at such a rate that the Product version installed at the Licensee is (i) not more than two versions behind the most recently released version by FTL Consulting di Tamara Laineri, and (ii) installed no later than 6 months after the release of the respective version by FTL Consulting di Tamara Laineri.
5.1. Maintaining the license is conditional upon maintaining a software subscription. An extension to the scope of the License Terms shall lead to a corresponding extension of the software subscription. The price of the software subscription is stated in the Agreement and is subject to annual adjustment. Where the Licensee defaults on payments or cancels the subscription, the license shall be discontinued.
5.2. A software subscription entitles the Licensee to receive and install Product updates. These updates may comprise corrections of errors, new/improved features, adaptations to applicable legislation, accounting policies, etc. The Licensee is entitled to use the updates as they are released.
5.3. It is the Licensee's responsibility to install and implement the updates. FTL Consulting di Tamara Laineri shall assist the Licensee in exchange for remuneration based on time spent.
5.4. A software subscription does not entitle the Licensee to consulting assistance, error recovery, or support. These services may be obtained via a separate agreement.
6.1. FTL Consulting di Tamara Laineri holds the copyrights and other intellectual property rights to the Product. The Product falls under copyright legislation and international conventions on intellectual property rights.
6.2. Due to the intellectual property rights held by FTL Consulting di Tamara Laineri, the Licensee may only use the Product on the terms and conditions described herein. The Licensee may not donate, lend, loan, lease, sell, pawn, or otherwise assign the Product or the rights to it. The Licensee may not allow third parties to use or dispose of the Product unless in full compliance with Section 3.1, letter B.
6.3. The Licensee may not remove any form of brands, company names, copyright notices, or other indications of the Product or the Product's creators.
6.4. Any disregard for FTL Consulting di Tamara Laineri's intellectual property rights, including reckless handling of the software by the Licensee enabling violations of intellectual property rights by third parties, shall be considered a material breach of these License Terms, entitling FTL Consulting di Tamara Laineri to terminate the license immediately, pursuant to Section 10.1.
7.1. The Licensee may not reverse engineer (convert the Product from object to source code), disassemble, or decompile the program unless, and in this case only to the extent, the Licensee's right to such actions follows from essential legal provisions and after informing FTL Consulting di Tamara Laineri.
8.1. FTL Consulting di Tamara Laineri's liability for defects, including any obligation for repairs, shall lapse if the respective defect is not claimed within 6 months after delivery.
8.2. Where the Licensee proves within 6 months of Product receipt that the Product does not work according to the user documentation, and that the deviation is an important defect of the Product (i.e., that one or more of the Licensee's key business functions cannot be performed because the defect makes Product operation impossible), FTL Consulting di Tamara Laineri may, at its own choice:
A. Provide a new version of the Product free of charge;
B. Fix the defect in the Product free of charge;
C. Repay the license fee the Licensee has actually paid for the affected part of the Product—however, ensuring the deduction of the value of the benefit the Licensee has had from the Product during the same period;
D. Repay the entire license fee for the respective period and revoke the License Terms completely.
8.3. FTL Consulting di Tamara Laineri's performance of Section 8.1 shall represent FTL Consulting di Tamara Laineri's full range of obligations to the Licensee in the event of Product defects. The Licensee may not place any other requirements on FTL Consulting di Tamara Laineri in connection with defects.
9.1. In no case shall FTL Consulting di Tamara Laineri be liable for indirect losses and consequential damages regardless of the circumstances.
9.2. FTL Consulting di Tamara Laineri disclaims any liability for loss of expected profit, loss of data, damage to registrations or data, or any other form of indirect specific documented accidental losses or consequential losses that arise from or in connection with the use of the Product by the Licensee.
9.3. FTL Consulting di Tamara Laineri's overall liability for loss or damage in connection with these License Terms or the use of the Product shall, under all circumstances, be limited to the license fee the Licensee has actually paid for the Product in the last 12 months prior to submitting a justified complaint.
10.1. FTL Consulting di Tamara Laineri shall not be liable for circumstances beyond its control and that it could not have foreseen, avoided, or overcome at the time the Agreement was signed.
10.2. Unpredictable breakdowns, delayed or missing deliveries, strikes, lockouts, lack of transportation, restrictions by public authorities, and similar circumstances release FTL Consulting di Tamara Laineri from liability.
11.1. FTL Consulting di Tamara Laineri is entitled to terminate these License Terms, including the software subscription, with immediate effect if the Licensee commits a material breach hereof.
11.2. The Licensee is entitled to immediately terminate these License Terms if FTL Consulting di Tamara Laineri commits a material breach of its obligations.
11.3. The termination shall have effect for the future. Payments already made shall not be returned to the Licensee upon termination.
12.1. The license and software subscription shall apply for a period of 12 months and shall be invoiced in advance. The period shall automatically be extended by a new 12-month period unless the License Terms are terminated in writing by the Licensee with at least 1 month's notice at the end of the period.
12.2. FTL Consulting di Tamara Laineri may always terminate the License Terms with 12 months' notice.
12.3. Notwithstanding Section 12.2, FTL Consulting di Tamara Laineri is entitled to terminate the software subscription with 6 months' notice if FTL Consulting di Tamara Laineri stops developing and offering updates.
13.1. Upon expiration of the License Terms for any reason, the Licensee shall immediately and without compensation uninstall the Product and destroy all copies thereof.
14.1. Upon contracting the License Terms, the Licensee shall pay FTL Consulting di Tamara Laineri the software subscription for a period of 12 months. If the license is not terminated as per Section 12, the Licensee shall be invoiced approximately 1 month before the expiration of the period for the next 12-month period.
15.1. All disputes arising out of this license relationship shall be governed by Italian law without regard for the principles of governing law. Unless otherwise agreed by the parties, disputes shall be settled by the Milan City Court.
15.2. Section 15.1 shall not prevent FTL Consulting di Tamara Laineri from seeking or obtaining an injunction or other extraordinary legal remedy from the courts competent for this matter.