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Presago Apps - End User License Agreement

Presago Apps - End User License Agreement

Owned by Alessandro Distefano
Nov 18, 2024
15 min read

This End User License Agreement (“EULA” or “Agreement”) is a legal agreement between you and Presago. Presago is the legal owner of software applications (“Products”) that interoperate with compatible third-party products, which you purchase or evaluate from the applicable Marketplace. This Agreement provides the terms and conditions by which you may use the Products. If you disagree with the Agreement or any part of it, please do not install or use the Products. By using it, you agree to use the Products consistent with the terms of this EULA. The terms of any customer service agreement, purchase order, order, confirmation or similar document provided by the customer will have no effect and will not be considered agreed to by Presago.
When you are accepting this Agreement on behalf of your employer or another company or organization, you represent and warrant that you have full authority to act for and to bind that legal entity to this Agreement; the terms “you” and “your” will refer to that legal entity.

Contact information

Presago S.r.l.
Business Number: 06018240876
Via Mazzaglia 24
95030 – Nicolosi IT
support@presago.atlassian.net

1. GENERAL

Products can be used only on devices that also have a compatible product installed (or through which a compatible product is otherwise accessed) and meet certain other technical requirements described in the applicable Marketplace Guidelines, as may be amended from time to time.

2. SAAS PRODUCTS (CLOUD APPS)

2.1 To make use of our SaaS Products, you may be required to register on the applicable Marketplace. You must ensure that any information you provide on the Marketplace Platform is correct, complete, and current, as you are responsible for maintaining the accuracy of your information.

Once you have submitted an order for the subscription and/or renewal and/or use of the SaaS Products via the Marketplace Platform or its authorized reseller, or directly through Presago or an authorized Presago reseller, you shall be informed of your authorized use of the SaaS Products. This information shall include, but is not limited to: the type of license you have acquired, your name, contact details, the number of permitted users within the compatible product(s) and the SaaS Product(s), the required fees, and any other related information as reasonably required.

The SaaS Products shall be sent electronically to you and you shall be responsible for the installation of the SaaS Products.

2.2 We may offer a free evaluation and/or other limited versions of our products so you can preview the products before you purchase the full version (“Evaluation Products“). If the Product is only provided for evaluation purposes, your rights are limited to an evaluation license which permits you to use, install, and/or operate the Evaluation Product for a limited period of time (“Evaluation Period“), and it will only be accessible by a limited number of temporary users, in each case as determined by Presago. On the expiry of the Evaluation Period, the Evaluation Product will cease to function and you will have to remove and delete all copies of such Product in your possession or control. If you do not do so, Presago is allowed to revoke your license and block your access.

2.3 Only authorized users may access and use the Product. Some Products may allow you to designate different types of authorized users, in which case functionality may vary according to the type of authorized user. You are responsible for compliance with this Agreement by all authorized users. All uses of the Product by you and your authorized users must be within the scope of use, according to the documentation and solely for the benefit of you or your affiliates.

2.4 If Product requires access credentials (authorized users’ IDs, passwords, tokens or API keys) you must ensure that all authorized users keep their access credentials for Product strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. You and authorized users may not convey, transfer or otherwise disseminate access credentials or their parts to any other person, entity or organization. You accept responsibility for the confidentiality and use of access credentials that you may receive for your authorized users’ access to and use of Product. You accept responsibility for all time used and all activity that occurs through or under your access credentials. You agree to notify Presago immediately if you become aware of any loss, theft or unauthorized use of access credentials.

2.6 Presago reserves the right, at any time and at its sole discretion:

  • To modify or revise this Agreement;

  • To update or modify documentation;

  • To make changes, update or discontinue Products or any feature or functionality thereof;

  • To terminate or restrict access to Products;

  • You may be required to click through the updated Agreement to show your acceptance in Product or accept it by remaining silent;

  • If you do not agree to the updated Agreement after it becomes effective, you shall discontinue the use of the App immediately.

 

3. GRANT OF LICENSE

3.1 These Terms entitle you to install and use one copy of the SaaS Products. These Terms do not permit the installation or use of multiple copies of the SaaS Products on a system that allows shared use of applications. Multiple copy use or installation is only allowed if you obtain the appropriate license for each copy of the SaaS Products. Furthermore, the SaaS Products may only be installed and used on the hardware systems you own, lease or which are controlled by you, or your third-party service provider, providing you remain responsible for the third party’s compliance with the terms and conditions of these Terms.

3.2 Subject to these Terms, you are granted a worldwide, limited, non- transferable, non-exclusive, non-sublicensable, as-is right to install and use the SaaS Products for the term and applicable licensing fee that is associated with the particular SaaS Products you choose to purchase.

The SaaS Products are licensed to you either on a Subscription License, an Evaluation License, or a Free License subject to the following terms:

  • Subscription License. Subscription-Based SaaS Products shall be granted on a time-specific limit as per the subscription license (“Subscription License”) providing you with a worldwide, non-exclusive, non-transferable, non-sublicensable use of the subscription-based SaaS Products, subject to automatic renewal for successive monthly or annual terms unless either Party notifies the other of nonrenewal or we cease to make a particular Subscription Service available. If you cancel the Subscription-Based SaaS Products, your subscription will terminate at the end of the then-current billing cycle, and you will not be entitled to any refunds for amounts accrued or paid prior to such termination.
    You acknowledge and agree to the use of the subscription-based SaaS Products, provided to you as a cloud service hosted by us and/or on the applicable Marketplace Platform. You also acknowledge and agree that Presago and/or the Marketplace Platform may make changes to the Subscription-Based SaaS Products from time to time.

  • Evaluation License. We may provide you, at our sole discretion, with a limited license for the purposes of assessing the functionality of the SaaS Products (“Evaluation License”). The Evaluation License will provide you with the full version of the SaaS Product(s) for free up to thirty (30) days) (“Evaluation Period”), after which you must either purchase or uninstall the SaaS Product. Upon the expiry of the Evaluation Period, you shall be obligated to pay for the full license fee or stop using the SaaS Products and all components of the SaaS Products shall cease to function;

  • Free License. Free SaaS Products shall be granted to you at no cost and shall be provided to you on a time-limited, worldwide, non-exclusive, non-transferable, non-sublicensable limited license (“Free License”). Your use of the Free SaaS Products shall be subject to any other terms and conditions as we deem necessary and shall be for a stipulated period of time. You acknowledge that we may cancel the Free SaaS Products at any time and for whatever reason, at our sole discretion. You may, however, upgrade to a similar product offered as a Subscription-Based SaaS Product, if available, and all your applicable data will be transferred by us automatically.

3.3 Products may be connected, interoperate or work with, and/or utilize third-party services. You recognize and acknowledge that:

  • Use of any third-party services and information will be governed by the applicable license agreements or terms, if any, with such third party. You shall comply with the terms of these agreements. Presago is not responsible for these services;

  • Presago conducts no investigation or review of any of such third-party services and does not recommend, endorse, approve or disapprove of any of them.

 

4. RESTRICTIONS

The SaaS Products are licensed, not sold, to you and we shall retain ownership of all the SaaS Products, including copies of the SaaS Products.

  • You may not use, copy, or install the SaaS Products on any system, or permit the use, copying, or installation of the SaaS Product on more than one compatible product. If you hold multiple, validly licensed copies, you may not use, copy, or install the SaaS Products on any system with more users than the number permitted by the applicable license.

  • You may not decompile, reverse-engineer, disassemble, alter, duplicate, modify, rent, lease, loan, sublicense, make copies of, distribute or provide non-authorized users with access to the SaaS Products in whole or part;

  • You may not use the Saas Products for the benefit of any third party;

  • You may not incorporate any SaaS Products into a product or service you provide to a third party;

  • You may not interfere with any license key mechanism in the SaaS Products or otherwise circumvent mechanisms in the SaaS Products intended to limit your use;

  • You may not remove or obscure any proprietary notices on the SaaS Products or any permitted copies of the SaaS Products, publicly disseminate information regarding the benchmarking performance of the SaaS Products, or otherwise attempt to derive the source code of the SaaS Products;

  • You may not use the SaaS Products in any manner, which is illegal or contravenes any applicable law, regulation or a third party’s intellectual property rights;

  • You may not modify the SaaS Products or create any derivative work of the SaaS Products. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the SaaS Products;

  • Use the Saas Products in any manner not authorized by this Agreement.

 

5. MAINTENANCE AND SUPPORT

We shall provide you with updates, add-on components, and/or enhancements made generally available from time to time, and online technical support for the purpose of addressing any technical issues you may experience in relation to the SaaS Products (the “Maintenance Services”).

5.1 You are eligible for maintenance of SaaS Products as long as your paid, evaluation or free (if applicable) subscription is active.

5.2 Support for SaaS Products consists of online documentation and support through an online helpdesk (ticket system). Support is available in English. Support and maintenance do not include any custom software development or implementation of custom features for Products or any assistance with the host application or any other third-party services or products, their updating, maintenance, or support. Support may be limited or unavailable for free licenses.

5.3 Our support is available 24/7. We strive to respond to all requests within 24 hours. We continuously monitor our support channels to prioritize any emerging critical issues. The use of Support Services is governed by our Service Level Agreement.

6. FEES AND PAYMENT

6.1 Pricing terms and conditions are set out in the “Pricing” section of the Product details page on the Marketplace and are subject to change. Apps may be subscription-based or usage-based.

6.2 Any and all payments, delivery, renewals, subscriptions, and refunds are handled by and managed through the Marketplace platform and/or its authorized partners. Payments may also be processed by a third party authorized by the Marketplace or by Presago.
Presago is not involved in these matters, is not responsible for the processing of payments, delivery, renewals, subscriptions or refunds, and shall not be liable for any matter in connection therewith. Please refer to the “Pricing” section of the Product details page and the relevant Marketplace T&Cs for more information on pricing, delivery, billing, subscriptions, renewals, and payment terms.

7. TERMINATION

7.1 This Agreement shall commence upon first installation, download, subscription to or use of Product by you, whether Product is provided for evaluation, as a fully licensed version, or in any other form.

7.2 Unless earlier terminated as set forth herein or terminated due to the expiration of the evaluation period, this Agreement is effective for the term specified in the “Pricing” section of Product Details Page. Your license will end upon any termination of this Agreement, even if it is identified as “perpetual” or if no expiration date is specified when you ordered Product.

7.3 You may terminate this Agreement at any time, for any reason or no reason, but this does not release you from any obligations that may have already arisen (for example payment obligations).

7.4 Without limiting other remedies, Presago may suspend or terminate this Agreement with you or may terminate or suspend your use of Product at any time and with no liability to you if:

  • You violate any term of this Agreement;

  • You infringe proprietary rights, rights of privacy, or intellectual property rights of any person, business or organization;

  • You engaged in other actions relating to or in the course of using Product that may be illegal or cause liability, harm, abuse or disruption for you, other users, Presago, any other third parties or for Product;

  • You significantly put our system at risk as a result of not using the designated user interface elements to access data and non- UI access as per the applicable documentation;

  • You attempt to access data from our servers in unsupported or undocumented ways;

  • We have not received our corresponding payment for Product from the Marketplace and/or the authorized partners;

  • You illegitimately evaluate the product for a longer period than the one originally agreed;

  • It is required by law;

  • We cease offering or discontinue the Product.

If adequate, Presago will inform you in advance of the violation and set a deadline for its elimination.

7.5 We may terminate your right to use free apps at any time and for any reason in our sole discretion, without liability to you.

7.6 Upon termination, all license grants end, and you must destroy and permanently erase all copies of the Product and Presago’s confidential information, and cease all use. Regardless of the cause of termination, you will not receive any credits or refunds for any license or maintenance fees that you may have paid in advance (including fees for a perpetual license), except as may otherwise be provided by the Marketplace T&C. You agree and acknowledge that the Marketplace platform and/or authorized partners are responsible for any refunds (if applicable), and you will not request any refunds from Presago.

7.7 The following provisions will survive any termination or expiration of this Agreement: Ownership, License Restrictions, Third Party Software and Services, Promotional Materials, Your Feedback, Confidentiality, Limitation of Liability, Miscellaneous.

8. LIMITATION OF LIABILITY

8.1 You agree that your use of the SaaS Products is at your own risk. To the maximum extent permitted by applicable law, in no event shall Presago be liable to you for, or to those claiming through you for, any indirect, consequential, incidental or special damage or loss of any kind including, but not limited to, loss of profits, loss of contracts, business interruptions, cost of substitute goods or services, loss of or corruption of data however caused and whether arising under contract or tort (including without limitation negligence). The limitations in this clause shall apply notwithstanding the failure of the essential purpose of any remedy.

8.2 In no event shall our aggregate liability to you arising out of or in connection with these Terms, from all causes of action and theories of liability (including without limitation negligence), exceed the amounts paid for the current subscription period of the Subscription-Based SaaS Products and for no more than twelve (12) months. Presago, however, shall not be liable to you for the Free SaaS Products.

8.3 We do not limit or exclude our liability for any liability that cannot be excluded or limited by applicable law.

8.4 In no event shall Presago be liable for any failure of performance due to circumstances beyond our control, including but not limited to a power outage, computer virus, malware, spyware, key logger application, system failure, fire, flood, earthquake, terrorism, the act of war, or extreme weather conditions.

8.5 Each party must use reasonable endeavours to mitigate any loss or damage it sustains or incurs under or in connection with this Agreement.

9. INDEMNIFICATION

You agree to indemnify and hold Presago and its subsidiaries, affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of the content you submit to or publish on this website, your use of this website or any Products, your violation of this Agreement or your violation of any rights of a third party.

10. DATA

10.1 You agree that Presago may collect and use technical data and related information, including without limitation, technical information relating to your device, system, Product, that is gathered periodically to facilitate the provision of software updates, product support, marketing efforts and other services related to the Product. Presago may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technology to you.

10.2 If you evaluate and/or install Products, those applications may transmit your data outside of the compatible product's systems during normal use, and Presago may be able to access your data through the applicable product's application programming interface (API). Such access may result in the disclosure, modification, or deletion of your data by Presago or the Presago Products. Additionally, Presago may collect and use data pertaining to your configuration and/or use of the Presago Products. Any information that Presago collects from you or your device will be subject to our Privacy Policy.

11. CONFIDENTIALITY

11.1 Presago does not require you to provide Presago with any of your confidential or non-public information.

11.2 Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how, business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party (“Disclosing Party“) constitute the confidential property of the Disclosing Party (“Confidential Information“), provided that it is clearly identified as confidential at the time of disclosure and is accepted by the Receiving Party as such. In case the Receiving Party believes the Disclosing Party has shared with the Receiving Party information, marked as confidential, but which the Receiving Party does not need or has not requested, the Receiving Party will immediately return to the Disclosing Party and/or destroy all records of such information. Notwithstanding the above, any Presago’s intellectual property and technology shall be deemed Confidential Information of Presago without any marking or further designation.

11.3 Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information.

11.4 The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document:

  • Was rightfully in its possession or known to it prior to receipt of the Confidential Information;

  • Is or has become public knowledge through no fault of the Receiving Party;

  • Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation;

  • The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).

 

12. ACKNOWLEDGEMENTS AND WARRANTY LIMITATIONS

You acknowledge that:

  • Generally, the software is never wholly free from defects, errors and bugs; and therefore subject to the other provisions of these Terms, we give no warranty or representation that the SaaS Products will be entirely free from defects, errors and bugs;

  • Generally, the software is never entirely free from security vulnerabilities; and therefore subject to the other provisions of these Terms, we give no warranty or representation that the SaaS Products will be entirely secure;

  • The SaaS Products are designed to be compatible only with supported software applications; we do not warrant or represent that the SaaS Products will be compatible with any other software.

  • The SaaS Products may use third-party hosting services which may be provided to you without any warranties. As such, Presago cannot ensure that these third-party hosting services are provided to you free of defect or without interruption.

 

13. MISCELLANEOUS

13.1 You agree that the laws of the Republic of Italy govern this Agreement, its subject matter, any action related to this Agreement, and any claim or dispute that may arise, without regard to the conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. You further agree that any disputes or claims related to this Agreement will be resolved by a state court located in the Republic of Italy.

13.2 If any term of this EULA is held invalid, unenforceable, or void by a court of competent jurisdiction, such term will be enforced to the maximum extent permissible, such holding will not affect the remaining terms, and the invalid, unenforceable, or void term will be deemed amended or replaced by a valid, legal, and enforceable term that matches the intent of the original language as closely as possible.

13.3 You grant Presago the right to mention you as his Customer in promotional materials or on Presago’s websites. You can terminate this license at any time by sending an email request to support@presago.net

13.4 If you choose to give Presago any feedback, ideas or suggestions for improvement of Products, you grant Presago free-of-charge, irrevocable, non-exclusive, transferable right to use, modify, share, distribute and communicate such feedback for any and all commercial or non-commercial purposes, without charge and free of any obligation of attribution. You warrant that any such feedback you communicated to Presago is not subject to any license or any other third party right. No such feedback will be considered your confidential information.

13.5 For contractual purposes, you:

  • Consent to receive communications from us in an electronic form via the email address you have submitted;

  • Agree that this Agreement and all other agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.

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