Software License terms for Leonardo Multimedia products
Art. 1 (Product ownership)
The software (PRODUCTS), which is the object of the present contract, was created and produced by Leonardo Multimedia S.r.l. (SUPPLIER), which is the sole owner of every right thereof. Leonardo Multimedia S.r.l. can trade the PRODUCTS on an exclusive basis and which can give to third parties the license for the program, made up of the combination of the information which can be read by the CLIENT’s computer. Such information are given for the sole use by the SUPPLIER or by its assignors to the CLIENT, and therefore not sold, to be used exclusively within the limits of the present license. The present license, which is valid only on one product for a single installation, cannot be transferred to third parties without the written consent of the SUPPLIER and it is not exclusive.
Therefore, the SUPPLIER reserves all the rights not expressly agreed with the CLIENT.
The support on which the products were delivered and/or will be registered belongs to the CLIENT, but the SUPPLIER and/or the licensor of the same reserve the ownership of the products.
Therefore, the intellectual property and the copyright is and will remain to the legitimate owner, as the present agreement is not meant to transfer such rights, but only to discipline the use of the products.
The aforementioned products, hereafter also called simply “PRODUCTS” are the ones specified and described in the offer on the website www.leonardomultimedia.com, which the CLIENT, in subscribing the present agreement, declares of knowing and accepting.
Art. 2 (Reserved use)
The CLIENT will have to have the utmost care in the use of the PRODUCTS, so that no information on the data, the structure or other components of the product is abusively spread.
Art. 3 (CLIENT’s obligations)
The CLIENT must not remove or change any brands, commercial names, serial numbers and any other indication of reservation of rights inside the PRODUCTS and on the magnetic supports, as well as on the entire documentation on the same present on the website www.leonardomultimedia.com (or on the website of a dealer).
The CLIENT will not be allowed to copy, decompile, disassemble, reassemble or modify the PRODUCTS or parts of the same and obtain derived products of the same.
Art. 4 (Source properties)
The license on the PRODUCTS does not give any right whatsoever on CLIENT acquisition of the source form of the programs nor of what concerns the logical structure and the project of the same.
Art. 5 (CLIENT prohibitions)
The CLIENT must not in any case carry out the reproduction, even partial, of the use documentation of the PRODUCTS, nor of any other use documentation available online by the SUPPLIER or by the assignor of the same.
Art. 6 (Prohibition of transfer and sublicense)
With no changes to what is indicated in article 1, the license may not be transferred, nor sub-licensed to third parties by the CLIENT, neither temporarily nor definitively. Therefore, the CLIENT may not rent, lease, or sublicense the PRODUCTS.
Art. 7 (SUPPLIERS’ rights)
In case the CLIENT violates even one of the obligations indicated at articles 2, 3, 5 and 6, with the exception of the provisions of criminal and special laws, the license agreement will be terminated by right for a fact attributable to the CLIENT.
Therefore, the CLIENT will have to immediately stop using the PRODUCTS, although the indications of articles 2 and 3 of the present contract will still stand, the CLIENT will have to remove all the copies of the PRODUCTS installed from his computers and audio/video players.
Art. 8 (License duration)
The duration of the present license is unlimited, although the provisions of the present agreement still stand.
In any case the present license contract will be terminated by right in case of bankruptcy, judicial and extrajudicial composition, compulsory or voluntary winding up of the CLIENT.
In case of company transfer, fusion, merger or rent by the CLIENT, the rights/obligations relating to the present contract will be contextually transferred to the Successor only ad exclusively in case: (a) the transfer regards the total amount of PRODUCTS, including all the components, the original supports, the informational material and the present license; (b) the Successor does not retain any total or partial copy of the PRODUCTS, not even on computer or on another device for data storage; and (c) the Successor reads and accepts the terms and conditions of the present license, signing each page of the present contract and sending it within 30 days by registered mail with advice of delivery to the SUPPIER.
The transfer of rights to the Successor will be effective of the date of the receipt of the afore-mentioned registered letter by the SUPPLIER.
Otherwise, the license contract will be terminated by right and the CLIENTE will have to adhere to what is indicated in the provisions of art. 7.
Art. 9 (Delivery terms)
The delivery terms starts from the moment of confirmation and payment of the order by the CLIENT. The SUPPLIER shall deliver the PRODUCTS within the terms indicated in the “Conditions and use instructions” published on the website www.leonardomultimedia.com (or on the website of a dealer).
Art. 10 (Payment terms)
The CLIENT will pay for the license of the PRODUCTS, for the amount and at the conditions indicated in the offer present on the website www.leonardomultimedia.com (or on the website of a dealer).
The price for the license gives the CLIENT the right to obtain:
• he use of the PRODUCTS;
• he supply of the operational materials relative to the same if and as existing.
The payments will have to be made by the CLIENT according to the conditions indicated on the price lists published on the website www.leonardomultimedia.com (or on the website of a dealer).
The prices indicated in the prices lists published on the website www.leonardomultimedia.com are in Euros, if not otherwise expressly agreed and net of tax, duties and contributions, present or future, also for monetary reasons.
Art. 11 (Liability)
The CLIENT is responsible of the control of the suitability of the PRODUCTS proposed for the aim of reaching the results and the effects desired by the same, their use and the effects obtained, leaving out the SUPPLIER from any guarantee. Moreover, he are the only one liable for the choice and the use of any other type of program, machinery or service used alongside the PRODUCTS object of the contract, as well as the relative results.
The parties expressly agree that any contractual or extra-contractual responsibility of the SUPPLIER is excluded for any possible direct or in direct damage underwent by the CLIENT as a consequence of the use or the non use of the products.
By signing the present agreement, the CLIENT expressly accepts that the use of the PRODUCTS is done in its own risk according to what is indicated and accepted in the “Usage Conditions and instructions” published on the website www.leonardomultimedia.com and that the risk on satisfactory quality, performances, precision and use are fully on the same, with the exception of the guarantee indicated and in the maximum limits permitted by law.
The parties agree that the PRODUCTS are supplied as they are, with all possible errors and without any guarantee from the SUPPLIER, or the licensees of the same, expressly excluding any guarantee ad obligation, express or implicit, including as an example, implicit guarantees and/or trading obligations, high quality obligations, product suitability for a specific aim, precision obligations, peaceful exploitation of the product and non violation of the rights of third parties. The SUPPLIER does not guarantee that the use of the PRODUCTS be free of defects, that their functions are suitable to satisfy the needs of the CLIENT, that the functioning of PRODUCTS be uninterrupted or immune of defects nor that such defects may be corrected.
The SUPPLIER’s responsibility to any other title deriving from the present Contract, connected to the production, will only be in place in case of fraud or gross negligence.
Art. 12 (Industrial and/or intellectual property)
In case of a legal proceedings is started by third party against the CLIENT for alleged violation of industrial and/or intellectual rights and/or copyrights, deriving from the use of the PRODUCTS, the CLIENT will have to communicate the same to the SUPPLIER promptly, so that the necessary defenses can be acquired.
Art. 13 (General indications)
The CLIENT’s right to raise any exception on the use of PRODUCTS or on the guarantees connected to the present contract will terminate in case they do not indicate to the SUPPLIER the facts relating to them within eight days of the discovery.
The parties expressly convene that the conditions, the agreements and the terms of the present contract will prevail on any condition, agreement or terms possibly included in the offer or in the purchase order obtained by the CLIENT.
The supply object of the present Contract and the relative Attachments are exclusively regulated by the clauses of the same.
No modification or marginal note to the present Contract and Attachments will be effective between the parties unless it is specifically approved in writing by the parties.
Art. 14 (Use of the PRODUCT)
Taking into account the penal and special laws on this subject, it is forbidden to the CLIENT to copy the whole or part of the PRODUCT given in use with this contract; copying is forbidden either in printed form or in a form readable by a computer or by an audio/video system. The only copy which is accepted is the one that a CLIENT can have as a backup of the PRODUCT to use in case of damage, and it must consist of a copy of the whole or part of the product on a magnetic support.
Art. 15 (Solve et repete)
No protest can be raised in a trial by the CLIENT in action or in objection, before the CLIENT will have paid the required price and any other debt, according to the conditions in the website www.leonardomultimedia.com (or on the website of a dealer).
Art. 16 (Non-fulfilment of the CLIENT and loss of license)
If the CLIENT has not fulfilled the required payment as indicated in the website www.leonardomultimedia.com, both parties agree in considering all the license of use from the CLIENT’s side (excluding all the objection about it) as cancelled.
Art. 17 (Expressed Avoidance Clause)
Taking into account all other hypothesis and resolutions according to law or other remedies, also alternative ones or cited out of the present contract, this contract can be cancelled by law as a fact of which the CLIENT is liable, in the following cases:
• on-fulfilment of the payment for the required price, according to the price list in the website www.leonardomultimedia.com (or on the website of a dealer);
• concession of PRODUCT use by a third party;
• copy of the PRODUCT for cases which are out of the range of copying permission according to the present contract.
Art. 18 (Jurisdiction)
The present agreement, like the entire contract, is subject only to the jurisdiction of the Italian law.
For any objection related to the interpretation, performance etc. of the present contract, the parties agree on the exclusive jurisdiction of the Judicial Authority of the Court of Modena in Italy.
According to the double disposition of the Art. 1341 and 1342 of the Civil Code, the parties agree on accepting the following articles:
Art. 1, Licensing of the program
Art. 2, Use discretion
Art. 3, CLIENT’s duties
Art. 5, CLIENT’s prohibition
Art. 6, Prohibition of relinquishment
Art. 7, SUPPLIER’s rights
Art. 9, Terms of delivery
Art. 11, Responsibility
Art. 12, Industrial and/or intellectual property
Art. 14, Use of the PRODUCT
Art. 15, Solve et repete
Art. 16, Non-fulfilment of the CLIENT and loss of license
Art. 17, Expressed Avoidance Clause
Art. 18, Jurisdiction