1.1 Software Terms of Use
Subject to the terms and conditions of this Agreement, MYR S.r.l. (hereafter MYR) grants and the Customer accepts a non-exclusive SOFTWARE LICENSE, and MYR holds and reserves, for itself and its assigns, or for third parties to which MYR has been fully authorized and legitimized, the exclusive ownership of the software and all its rights, and MYR may always dispose of it as it thinks best. The aforementioned software license is granted upon the condition that the Customer has obtained the Software from MYR or from an authorized distributor or reseller, and that the Customer complies with the terms and conditions of this License. Furthermore, MYR reserves the right to modify the product without notice and at any time. The Software License does not include the right to obtain the Software in source code format, nor the right to possess the related logical and/or project documentation. Any and all updates will be built into any and all new versions of the Software.
The Customer may use the Program on a single device at a time, for as long as the Customer possesses the Program. The Customer may not lend, lease, share or in any way grant to any other person use of the software packages (for instance: files, CDs/DVDs, software protection and manuals). Furthermore, if the Customer stops using the Program, the Customer may not keep any copy of it and must notify MYR of its disposal of the software.
For Multi-user installations, the software may not be used simultaneously on a greater number of devices than the number of permitted installations in the Multi-user package.
For centralized installation of the license using a single license key installed on a server, the software may not be simultaneously used by a greater number of devices than the number of Customer activations granted by the License.
For Server programs, license activation on one Customer workstation grants only the use of the software, whereas the Software License may not be transferred and it remains the sole property of the registered license holder.
The Customer has the right make a backup copy of the software, on the condition that the backup may not be installed on any Computer and may not be used for any purposes other than as a backup.
If the software includes applications, utilities and components (software package), the Customer is not obliged to use all of the components that are part of the Software, but the Customer may not separate the different components for the purpose of using them on different computers. The Customer may not separate the components of the Software package or create another Software package for the purpose of its distribution, transfer or resale.
MYR may terminate the Customer's software license and reserves its right to claim pecuniary and non-pecuniary damages (e.g. damage to the MYR name or image or reputation), if the Customer engages in any of the following actions:
The Customer may not transfer its right to make a backup copy of the software, unless it transfers all its rights to the software, as provided for in these terms and conditions.
1.2 Intellectual Property Rights
The software, including all copies that MYR has authorized to be made, and all the software's support tools (manual, video tutorials, online help, and so on) are intellectual property and are the sole, exclusive property of MYR or of third parties to which MYR has been fully authorized and legitimized. The structure, organization and code of the software constitute important industrial secrets and confidential information owned by MYR.
The software is protected by national and international laws and regulations governing copyrights and contracts, as well as by laws and agreements on intellectual property.
Except where expressly provided for in this License, MYR does not grant the Customer any intellectual property rights whatsoever to the Software or to the services connected with it. All rights not expressly granted are held solely by MYR.
1.3 Limitation of Liability
Once installation of the Program has been completed, any malfunctions in the Program will require the Customer to permit MYR to make all necessary maintenance, repair and corrective interventions, excepting all risks for any incidental or consequential damage that may result from those interventions, for which MYR will have no liability whatsoever.
MYR does not warrant that the features of this Program meet the Customers' needs or that they work in every combination they might be used in, nor does MYR provide any other warranty, either expressed or implied, for any users manual or video tutorial that may be provided, or for the software itself; any risks that may derive from their use are borne entirely by the Customer, and therefore in no way whatsoever will MYR be liable for damages, whether direct or indirect or resulting from software defects. The Customer bears the full burden and responsibility of how it chooses, installs, uses and runs the Program for the purpose of achieving its desired results.
Due to the enormous variety of potential applications and solutions offered by the program, it is hereby understood that the program has not been tested in every possible situation in which it might be used. MYR will not be responsible or liable in any way whatsoever for the results obtained by the Customer using the software. Persons that use the software are responsible for supervising, running and controlling the program.
Limitation of liability for indirect damages: in no way whatsoever will MYR be liable for any damages (including, without limitation, damages for loss or loss of earnings, business interruption, the loss of information or any other economic loss and/or damage to reputation) that might derive from use of the program, even in cases where MYR has been advised of the possibility of said damages. In any case, MYR's liability, for the purposes of this contract, will be limited to an amount corresponding to the program's purchase price.
Though MYR carries out regular, precise, direct testing on the quality and accuracy of the materials and/or products entered in the database, MYR declines any liability regarding the content and/or accuracy of the Data and/or the Archives that may be provided with the program, or their adherence to existing laws, or the documents, models and prototypes that can be obtained through their use. The Customer, therefore, must check and verify the Data and/or Archives in its or their entirety, including its or their adherence to existing laws, as the Customer bears sole responsibility for the accuracy of the prototypes and/or models and results that are obtained through their use.
Unless expressly stated otherwise, the program Archives are the property of MYR or of the its Licensor Distributor that have authorized MYR to handle the Archive data and enter it into the computing processes carried out by the software, and they can be used solely with the program. The Archives, or any part of them, may not, in any way whatsoever, be transferred to or used in any other computing subroutines.
1.4 Communication with MYR Servers
The program connects automatically to MYR servers in order to provide the Customer with information on anything new regarding the software (for instance: available updates, training courses, videos on software functions, and so on).
Where provided for and specified in system requirements, the program connects automatically to MYR servers in order to verify Software License status.
For the purpose of optimizing the software installation process, during installation the program connects to MYR servers in order to communicate information on the device, such as the Operating System and Service Pack, hardware configuration, and so on, as well as to monitor installation status.
By accepting this Software License, the Customer accepts that there will be an automatic exchange of data and information between the software in the Customer's possession and MYR servers, in order to verify license status, enhance the user experience with the program and allow continuous improvement in the services connected with the product.
Under no circumstances will MYR servers receive information on the models, prototypes, results and configurations created and obtained by the software user, regarding which MYR will never interfere in any way, as MYR recognizes that they are solely and exclusively the property of the software user.
Some services connected with the use of the software may be accessible only via the Internet (for instance: interactive online video manuals, video tutorials, and so on). These services may by interrupted or suspended due to causes dependent on or beyond the control of MYR, given that they are hosted on servers that undergo continuous maintenance. MYR, therefore, will not be held liable for any lack of access to the aforementioned services, nor will it be liable for any damages the Customer may be caused.
1.5 Transfer of License
The Customer may not lease, rent, sublicense, sell, assign or transfer its rights to the software, nor may the Customer allow the software to be partially copied onto computers belonging to other natural or legal persons, except where those actions may be granted in compliance with this license.
The Customer may, however, transfer all of its rights related to the use of the Software to another natural or legal person, on the condition that:
In the case of Multiuser installations or second copies of the software the installations may not be transferred (neither for payment nor free of charge) separate from the original installation, in that they constitute a single package (single license).
In the case of centralized installations, where multiple installations of the license are made using a single unique key installed on a server, Customer activations may not be transferred (neither for payment nor free of charge) individually, in that they constitute a single package (single license).
The Software License for programs purchased under special sales conditions (for instance, offers reserved for owners of another specific program, offers reserved for specific professions, and so on) may not be transferred to third parties.
In any case, however, the Customer may not transfer its license rights to third parties if the Customer has not made full payment to MYR.
The Software License may be transferred solely upon prior written request by the Customer to MYR who, in writing, will authorize the transfer. The Customer may receive further information on the procedure for transferring/selling a Software License by contacting the MYR Sales Office.
1.6 Warranty
Any Hardware Protection ("Key") that MYR may provide together with the software is covered by warranty for a period of 12 months, starting from the delivery date, which covers malfunction or defect deriving from normal use, as described in the user manual.
Any storage media, such as CDs/DVDs/USB media ("CDs"), that contains the software, and whose sole function is for software installation, are covered by warranty for a period of 12 months, starting from the delivery date, which covers malfunction or defect deriving from normal use, as described in the user manual.
The costs for warranty replacement of the Key/CDs are covered by MYR or its distributor, who also cover the shipping costs of the new Key/CDs to be sent to the Customer. To have a defective Key/CD replaced under warranty, the Customer must first ship it to MYR or its distributor; all costs to ship the defective Key/CD to MYR or its distributor are the Customer's responsibility.
After the warranty expires, if the Customer wants to replace the Hardware Key or CDs, the Customer must pay the cost of that replacement.
The warranty on the Key/CDs is not valid in cases where any defects in the Key/CDs are due to:
Upon delivery, the Key is programmed with a unique installation code for the purchased software: the warranty does not cover cases in which non-MYR software installed on the Customer's computer modifies the Key code and renders it unusable. In these cases, if the Key in question bears signs of tampering and/or improper use, the Customer will no longer have the right to a replacement, either free of charge, if the warranty is still valid, or paid, and the software license will be immediately terminated.
MYR does not warrant that the Key will work properly following any future changes in software and/or hardware (computer, parallel ports, USB ports, printers, operating systems, software applications, and so on). In those cases, if available, the Customer will have to purchase a new Key, after returning the obsolete one.
MYR does not warrant that the hardware key will work in series with or be seen by peripherals that use parallel and/or USB ports singly and/or incorrectly (peripherals such as GDI printers, SCSI cards, scanners, and so on, which do not meet Microsoft or Apple specifications). In those cases, a second parallel or USB port must be installed.
MYR does not warrant that the software will work properly following any future changes in software and/or hardware (computer, parallel ports, USB ports, printers, operating systems, software applications, and so on), or that it will adhere to future legal provisions related to the matter or subject dealt with by the program itself. In those cases, if available, the Customer will have to purchase an updated version of the program.
MYR warrants that the products provided comply with the technical specifications published on the www.myr.eu.com website. However, the warranty does not ensure that the products comply with the needs and requirements of the Customer's business activity.
1.7 Authorization to use the Customer's personal information
The installation, access to services and ongoing use of the software may require an activation code. Before MYR Software can issue an activation code, the Customer must register. The Customer hereby accepts that MYR may use the personal information and data provided by the Customer, by an authorized reseller or by any third party acting on the Customer's behalf for the purchase of the software license, for the purposes of registering the software. The Customer hereby accepts and agrees to provide MYR or an authorized reseller or any other third party acting on its behalf with correct, up-to-date registration information, including upon MYR's request. Furthermore, the Customer hereby agrees to save and update its registration information through MYR's registration process. By installing the software, the Customer hereby permits MYR to use the personal information provided to MYR at the time of registration, or when subsequently updated, in order to issue activation codes, manage MYR and Customer relations (which includes setting up automatic issuing and activation of codes for future purchases) and use the personal information in other ways that comply with applicable privacy statement, which is available, upon request, at the www.myr.eu.com website.
Security activation mechanisms can disable the software if the Customer attempts to transfer it onto another computer, if data adjustment mechanisms on the Customer's computer are altered, if the Customer uses the software after the end of the trial period or time-limited period, or if certain actions are taken with the aim of disabling the security system. Further information is contained in Customer documentation or available from MYR upon request.
The program is personalized. Personalization involves writing a UNIQUE serial number inside the program.
1.8 EDUCATIONAL Licenses (not for Professional use)
If the program is purchased with an EDUCATIONAL License, it will be subject to further conditions, as described herein. An EDUCATIONAL License is available solely and exclusively to Schools, of all levels and kinds, both public and non-public, as well as Vocational and Technical schools, Academic Institutions and Universities, so long as they are legally recognized.
An EDUCATIONAL License may be used solely for educational purposes connected with the types of schools described above (for instance, in activities related to design and styling, to prepare files or projects for a university exam, for work in computer labs in schools, and so on).
EDUCATIONAL Licenses, therefore, may not be used in workplaces or for commercial and/or professional purposes (for instance, used by professionals in offices and studios, companies, organizations, and so on).
Use of an EDUCATIONAL License for professional purposes is equivalent to using an UNLICENSED program: engaging in this action is illegal and equivalent to committing Copyright Infringement of the software, and is, therefore, punishable by both Italian law and national and international laws governing copyrights, as well as laws and agreements covering intellectual property.
Use of an EDUCATIONAL License is reserved solely for the applicant, who may not assign or transfer the license or product to third parties, whether for payment or free of charge.
All files produced, all printouts made, and any form of content exported and graphical output produced using the software, may not be used by end-users for commercial and professional purposes.
EDUCATIONAL LICENSE OUTPUT will be shared with and by MYR, who may use it for statistical and market-related purposes.
1.9 FREEWARE Licenses
By "Freeware", we mean software that MYR S.r.l. grants for use without receiving or requesting any form of payment.
Apart from the fact that they can be used freely and free of charge, where expressly authorized by MYR, Freeware licenses (including their formats) are subject to the terms and conditions contained in this Software License and, therefore, remain the sole property of MYR S.r.l.
Any distribution of MYR "Freeware" licenses to third parties, for payment, is strictly forbidden.
"Freeware" licenses are valid for a maximum of 365 days, unless otherwise specified by MYR S.r.l
1.10 TRIAL Licenses
MYR software Trial Licenses (including their formats and any included documentation) are subject to the terms and conditions contained in this Software LicensMYR and, therefore, remain the sole property of MYR S.r.l.
For the purpose of allowing end-users to make a full assessment of the software before purchasing it, with its Trial version of the program, MYR makes available to users not just simple demo software, but its full and complete version of all features, limiting the use of libraries, archivies and database.
In its Trial version, the program has no technical or operational limitations, but the trial period is limited to 30 days from the date of its first installation. Use of the software after 30 days from the date of its first installation is illegal: in order to avoid any form of penalty, users must purchase a software license.
It must be stated that the Trial version does not undergo the same check, test and maintenance procedures that the full commercial product undergoes, and therefore it cannot be used for professional purposes.
MYR provides no warranty of any kind whatsoever on the use of the software. In particular, MYR does not warrant the results obtained using the software or the documentation, in terms of correctness, accuracy, reliability, updates or anything else. The Customer assumes all risks concerning the results and performance of the software.
1.11 Acceptance of the Software License
By opening the package containing the software installation media, the Customer thereby accepts the "Software License" and all the terms and conditions contained in it. Similarly, if there is no physical installation media (for instance, if the software was obtained by directly downloading the installation files), the terms and conditions of the "Software License" will be considered as accepted upon payment for and simultaneous invoicing of the software.
Acceptance of the terms and conditions of the Software License, as per the procedures described here above, forfeits every right to cancel the purchase ("Right of Withdrawal from the purchase") and, therefore, the program may not, in any way, be returned to MYR.
This Software/Services License Agreement ("SSLA") is a legal contract stipulated between the end-user (a natural or legal person) and MYR S.r.l., for the use of the products and services described here below. In using the products, services and data described here below, the end-user accepts and agrees to the terms and conditions contained in this SSLA. If the end-user does not agree with the terms and conditions contained in the SSLA, the end-user may not and must not use the software, services and data that will be described here below.
2.1 Overview
Together with the provisions contained and defined in the remaining sections of this Software License Agreement, the provisions of this paragraph govern the Terms and Conditions of the Software/Service License Agreement that is granted temporarily by subscription to the End-User that requests it.
With the exception of the provisions contained in Article 1.5 (Transfer of Licenses), which are hereby replaced by Article 2.6, all other provisions, where applicable, and as defined by this license, remain in effect.
A Temporary software/service License is granted by subscription for the time period provided for in the Service Terms and Conditions, upon request by the End-User.
2.2 Definitions
i) Software License: all of the authorizations granted by the owner of the software product;
ii) Temporary Software License: Software License granted temporarily and by subscription;
iii) Purchaser: the natural or legal person who purchases the Temporary software license(s) (the name of the person to whom the invoice is made out)
iv) End-User: the natural or legal person who uses the software and to whom the Temporary Software License is granted. The same Temporary Software License may not be granted to different End-Users.
v) Activation of the Subscription Service: the online procedure by which the Purchaser purchases a specific number of Software Licenses and assigns each license to one, and only one, End-User.
vi) Product Specifications: all of the Technical Specifications of the product in question, including any support services and documentation (Product Specifications are published on the www.myr.eu.com website, in the section on the software product in question).
2.3 Duration and suspension of the service
The period of time in which the software/service can be used starts when the subscription is activated and its use is limited to the subscription period, as defined in the Product Specifications: the subscription period is continuous, from the start date to the end date, and it cannot be split up or suspended. Time and date are those provided by the remote Server which runs the program, and they are independent from the machine on which the product is installed.
Fifteen days after the end date of the subscription, the software stops working and is no longer accessible to the end-user.
MYR reserves the right to send the end-user notices, reminders and warnings to inform the end-user that the subscription period will end shortly and to explain how to renew the subscription, should the end-user wish to do so.
MYR reserves the right to suspend remote management service for the provided application, at any time and without prior notice, for the purpose of carrying out necessary maintenance activities.
Nothing is due if the Program/Service cannot be used due to problems with or malfunctions in the Network, or due to any damage to or malfunction in the End-User's computer on which the Application is installed, or related to network connection services used by the End-User.
2.4 Internet-based activation and functions
During installation, activation and whenever it is being used, the software requires an active Internet connection that is capable of carrying the data flow required by the program.
End-User is responsible for the availability, settings and correct operation of the network connection and the computer settings used.
All Internet connection costs are End-User's responsibility. During activation and when being used, the software automatically connects to MYR Servers to confirm the validity of the licenses and to provide End-User with information on anything new regarding the software (for instance, available updates, training courses, videos on software functions, and so on).
The purpose of these checks is to identify any unauthorized modifications that may have been made to the license or to the software activation procedure, as well as to prevent use of the software without a software license. The end-user is not permitted to work around, avoid or elude software activation.
The software may also be used offline, that is, without a network connection; but in this case, MYR does not guarantee software updates, maintenance and assistance.
BY ACCEPTING THE LICENSE TERMS AND CONDITIONS HEREIN OR USING THE SOFTWARE/SERVICE, THE CUSTOMER ACCEPTS ALL TERMS AND CONDITIONS STATED IN THIS AGREEMENT AND AUTHORIZES THE TRANSMISSION OF SOME INFORMATION DURING ACTIVATION TO ENSURE THAT THE SOFTWARE/SERVICE WORKS PROPERLY. SHOULD THE LICENSEE NOT ACCEPT THE TERMS AND CONDITIONS HEREIN, THE LICENSEE MAY NOT USE EITHER THE SOFTWARE OR THE SERVICE.
2.5 Software updates
Activation of a temporary software/service license subscription gives the end-user the right to all updates released during the entire subscription period.
2.6 Transfer of LICENSES
Temporary software/service License subscriptions may not, under any circumstances, be assigned or transferred, either free of charge or for payment, for either a set time or indefinitely.
2.7 Renewals of periodic license subscriptions
Upon expiration of the subscription indicated in the product specifications, the end-user will have thirty days to renew the license under the most favorable terms of the subscription renewal pricelist. After thirty days, the user can no longer renew the license, but only subscribe to a new license under the pricelist conditions for new licenses.
2.8 Limitation of Liability
MYR warrants use of the Software/Service (granted through temporary subscription) in compliance with the terms and conditions as defined herein and by the Product Specifications.
MYR's obligations and responsibilities towards End-User are those defined herein; as such, should any violation or breach of this agreement arise and be attributable to MYR, MYR will answer only within the limits set by this License, and this expressly excludes any other form whatsoever of indemnity or compensation to End-User for direct or indirect damages of any nature or type. End-User hereby acknowledges and accepts that in any and all cases where this Software License does not apply, MYR will answer solely and exclusively within the limits of the amount spent by the Purchaser over the last 12 months.
MYR will not be deemed liable for any direct or indirect damages, including data loss or lost opportunity or loss of business resulting from any delay, malfunction or inability to use the software, service or data, where directly attributable to the malfunction of MYR servers or to force majeure beyond the company's control, such as technical failures, electrical outages and disruptions to telephone and telematic services, labor strikes, acts of vandalism and terrorism, and natural disasters.
2.9 End-User Rights and Obligations
End-User has the right to use the Software/Service as per Product Specifications and in compliance with the terms and conditions of this agreement. Furthermore, End-User acknowledges that it has the right solely and exclusively to indemnity, as provided for in cases of non-observance of those rights, and acknowledges that that indemnity excludes any other form of indemnity or compensation for direct or indirect damages of any kind or nature.
End-User, where acting on behalf of any third parties that End-User may have permitted, for any reason, to use the Service/Software, hereby agrees to use the Service/Software solely for purposes that are lawful and allowed by applicable legal provisions, by custom and habit, by the rules of due diligence and, in any case, without infringing upon any third-party rights whatsoever, and assuming every and all responsibility in that regard.
2.10 Rights of Ownership
End-User recognizes and acknowledges that all technological implementations that the software and service are based on are owned by MYR of third parties to which MYR has been fully authorized and legitimized.
2.11 Express Termination Clause
MYR reserves the right to terminate Licenses and suspend the Service at its discretion, at any time, and without prior notice, and MYR's exercising that right may not be considered or challenged as a breach or violation of these Terms and Conditions. The circumstances in which MYR may terminate a License and suspend the Service are:
- End-User breaches or violates even one of the provisions contained in this Software License;
- End-User's conduct is such that it engenders a well-founded, reasonable fear that End-User may be in breach of the License or responsible for one or more violations of its terms and conditions;
- there is well-founded suspicion to believe that the Service is being used by unauthorized Third parties;
- due to force majeure or circumstances that, in MYR's judgment, require emergency intervention or pose problems of safety and security that put at risk the entire network and/or persons or things, the Service will be suspended until such time as MYR, at its discretion and after having assessed the situation, concludes that the situations which caused the suspension/interruption of the Service have been effectively removed or eliminated;
- End-User is involved, in any way whatsoever, in any legal dispute, whether in-court or out-of-court, whether civil, criminal or administrative, when said dispute arises from actions and conduct carried out through the software Service;
- the suspension is requested by Judicial order.
Furthermore, whenever suspension of the Service is attributable to End-User, MYR reserves the right to take all necessary action to receive reimbursement for damages.
2.12 Validity and Amendment of the Terms and Conditions
The Terms and Conditions contained herein will take effect from the moment they are accepted by End-User and they will remain in effect for the entire length of time the software and services are provided by MYR.
End-User acknowledges and accepts, however, that the Software/Service is based on continually evolving technology, and for this reason MYR reserves the right to modify, in order to improve, the technical features of the Service and the instruments connected with it, and to amend the terms and conditions of this License at any time, even after its acceptance by End-User, without this leading to any new obligation of any kind for the End-User.
2.13 Acceptance of Software License
For subscription-based use of the software, the "Software License" terms and conditions are deemed to be accepted the moment End-User completes payment and receives its invoice for the software.
Acceptance of the Software License terms and conditions, as described above, nullifies End-User's right to cancel the purchase, therefore the program may not be returned to MYR for any reason.
2.14 Disputes
Any dispute that may arise between MYR and End-User will be referred to, are subjetc to Italian jurisdiction and heard and decided by the Court of Treviso.
3.1 Overview
Together with the provisions contained and defined in the remaining sections of this Software License, the provisions contained in this paragraph govern the Terms and Conditions of the Software License for MYR CLOUD services.
3.2 Definition
Without prejudice to all of the definitions contained in the remaining sections of this agreement, by "CLOUD Service" we mean the combination of infrastructure, systems and interfaces by which the End-User and holder of the license may, solely and exclusively by means of the functions provided by the service, create, allocate, use and manage data and/or content and/or information (hereafter, "data") on the Servers provided by MYR S.r.l.
3.3 Activation and provisioning of the Service
The terms and conditions for activating the CLOUD Service are contained and defined in the Product Specifications.
Upon authentication of its user profile when starting up the software, End-User may create, allocate, downloaded and use the data for which content management functions are provided on the CLOUD, where permitted.
The software has special features and functions that permit End-User, at its discretion and fully under its own control, to create, allocate and use, for itself or third parties, or authorize third parties to create, allocate and use directly, the data produced by the software for which content management functions are provided on the CLOUD.
In order to use the CLOUD service, the software requires an active Internet connection that is capable of carrying the data flow required by the program.
End-User is responsible for the availability, settings and correct operation of the network connection and computer settings used. End-User is responsible for all costs associated with Internet connections.
Subject to the validity and the status of the licenses granted by MYR, End-User may access the CLOUD Service solely via the provided software. Access to the service in any other way is strictly prohibited (for instance, via remote web access).
End-User may access the CLOUD Service anywhere, 24 hours a day and 7 days a week, except when the service is undergoing maintenance. End-User is responsible for use of CLOUD Services by third parties who access the services using End-User's login credentials.
3.4 Duration and suspension of the service
The duration of the CLOUD Service and the terms and conditions for renewing the service are stated in the Product Specifications.
When the aforementioned service expires, End-User may not allocate or modify any new content.
Solely as a courtesy to End-User, for which MYR assumes no obligations whatsoever and therefore has no responsibility or liability whatsoever in case of content loss or total or partial damage, End-User may view its previously allocated or downloaded content for up to 30 (thirty) days from the date the service expires.
After 60 (sixty) days from the date the service expires, unless Customer renews and reactivates the service, any content stored on the MYR infrastructure will be cancelled and no longer recoverable. Should this occur, it is the sole responsibility of End-User to restore its data onto the Infrastructure, after first renewing and reactivating the Service.
MYR reserves the right to suspend the service at any time and without giving prior notice to End-User, for the purposes of carrying out any necessary maintenance or to making any technical intervention aimed at improving the service. Nothing will be due if End-User is unable to use the Program/Service due to problems with or malfunctions in the Network, or due to any damage to or malfunction in End-User's computer on which the Application is installed, or related to network connection services used by End-User.
3.5 Limitation of Liability
MYR warrants use of the CLOUD Service in compliance with the license terms and conditions as defined herein and by the Product Specifications of the software associated with the service.
MYR's obligations and responsibilities towards End-User are those defined herein; as such, should any violation or breach of this agreement arise and be attributable to MYR, MYR will answer only within the limits set by this License, and this expressly excludes any other form whatsoever of indemnity or compensation to End-User for direct or indirect damages of any nature or type. End-User hereby acknowledges and accepts that in any and all cases where this Software License does not apply, MYR will answer solely and exclusively up to a limit of the amount spent by Purchaser over the last 12 months.
MYR will make no specific backup of the data managed by End-User in the infrastructure, with the exception of the backup of all stored content that MYR, for its own protection and safeguard, periodically makes in case it may have to restore the Service in future. This, however, does not relieve End-User from having to make its own complete backup of the data it sends and/or stores and/or manages on the Infrastructure, or from taking all necessary measures to protect and safeguard that data.
In terms of safeguarding and storing that data, MYR offers no warranties whatsoever with regard to use of the Service.
For each specific service, precise limits have been set for the maximum amount of Storage granted to each individual End-User. MYR may charge additional fees for storage that exceeds those limits.
MYR assumes no responsibility for data sent and stored, and, generally, for the use that End-User, either for itself or for third-parties or by third-parties authorized by End-User, makes of the Infrastructure, and MYR reserves the right to take any and all measures and actions to protect and safeguard its own interests.
MYR will not be deemed liable for any direct or indirect damages, including data loss or lost opportunity or loss of business resulting from any delay, malfunction or inability to use the software, service or data, where directly attributable to the malfunction of MYR servers or to force majeure beyond the company's control, such as technical failures, electrical outages and disruptions to telephone and telematic services, labor strikes, acts of vandalism and terrorism, and natural disasters.
3.6 End-User Rights and Obligations
End-User has the right to use the CLOUD Service as per Product Specifications and in compliance with the terms and conditions of this agreement. Furthermore, End-User acknowledges that it has the right solely and exclusively to indemnity, as provided for in the terms and conditions, in case of non-observance of those rights, and acknowledges that that indemnity excludes any other form of indemnity or compensation for direct or indirect damages of any kind whatsoever.
End-User recognizes that the Internet network is not controlled by MYR and that, due to the Internet's peculiar structure, MYR is unable to ensure and monitor the performance and functioning of the Internet network or to control the content of the information transmitted via its own network. For this reason, no responsibility may be attributed to MYR for the non-functioning of the Internet, nor for the transmission or reception of illegal information of any kind and nature.
End-User, where acting on behalf of any third parties that End-User may have permitted, for any reason, to use the Service, hereby agrees to use the Service solely for purposes that are lawful and allowed by applicable legal provisions, by custom and habit, by the rules of due diligence and, in any case, without infringing upon any third-party rights whatsoever, and assuming every and all responsibility in that regard. End-User hereby declares to be the sole and exclusive administrator of the Server and, as such, declares that it alone is responsible:
With regards to authentication of all operations carried out by the software, End-User acknowledges and accepts, for itself and for third parties it has authorized, for whatever purposes, to use the Software, that solely the Provider's logs, saved in accordance with existing law, will prevail.
End-User is solely and fully responsible for every other operation carried out for itself or for third parties, or by them directly, on the Infrastructure via the Service provided by MYR, and with regards to these operations End-User hereby agrees to adhere to, and to ensure that third parties adhere to, all applicable laws and regulations, including laws on the protection of personal information (in Italy, D.Lgs. 196/2003). Furthermore, End-User hereby agrees to notify any third parties End-User has allowed to use the Service, and to ensure that those third parties adhere to, each and every provision contained in this contract, and to indemnity MYR against any possible request and/or claim for damages made by any party imputing violation of the aforementioned provisions and/or in the conduct of End-User or the aforementioned third parties.
3.7 Information security
End-User acknowledges and agrees that it is and will always be the sole party responsible in all dealings with MYR. It is expressly understood that MYR is not subject to any general obligation in terms of surveillance, and therefore does not control or surveil End-User's conduct or actions, nor does it control or surveil the information and/or data and/or content sent through the Infrastructure. Furthermore, MYR has and will have no part in any action that End-User takes, in complete autonomy, when accessing from the software via Internet through their login credentials. Furthermore, as per Italian law D.Lgs. 196/03, End-User of the service is the sole owner of any data uploaded, sent or processed on the Infrastructure provided by MYR.
3.8 Rights of Ownership
End-User recognizes and acknowledges that all technological implementations that the software and services are based on are owned by MYR.
3.9 Express Termination Clause
The same terms and conditions apply as contained in paragraph 2.10
3.10 Validity and Modification of the Terms and Conditions
The same terms and conditions apply as contained in paragraph 2.11
3.11 Acceptance of Software License
The same terms and conditions apply as contained in paragraph 2.12
3.12 Disputes
Any dispute that may arise between MYR and End-User will be referred to, are subjetc to Italian jurisdiction and heard and decided by the Court of Treviso.
4.1 Overview
Together with the provisions defined in the remaining sections in this Software License Agreement, the provisions of the paragraph herein govern the Terms and Conditions of the Software License Agreement for the ARCHIVES and DATABASES that are provided with MYR S.r.l. software products (for instance, archives of materials, finished work, physical data, price lists, databases of laws and regulations, specifications, models and prototypes, and so on).
Without prejudice to the provisions contained in this Software License Agreement, where ARCHIVES and DATABASES are provided as a for-payment service, for the terms and conditions regarding use of the service, please see the specific provisioning contract.
Without prejudice to the provisions contained in this Software License Agreement, where the terms and conditions of use for ARCHIVES and DATABASES contain particular conditions due to their specific use, please see the section devoted to this at the following web link: http://www.myr.eu.com/.
4.2 ARCHIVE AND DATABASE Terms and Conditions of Use
MYR grants and Customer accepts a non-exclusive END-USER LICENSE for the ARCHIVES and DATABASES, and MYR holds reserves, for itself and its assigns, sole and exclusive ownership of them and all rights, and MYR may always dispose of it as it thinks best. The aforementioned end-user license is granted upon the condition that Customer has obtained the ARCHIVES and/or DATABASES from MYR or from an authorized distributor or reseller, and that Customer complies with the terms of this License. Furthermore, MYR reserves the right to modify the product without notice and at any time.
The ARCHIVES and DATABASES may be provided to End-User directly together with the software or published at End-User's own website and used via the specially provided service. For the terms and conditions of the "License for Software, Services and Web Service Data", please see paragraph 2 herein.
At its sole discretion, MYR may provide Customer ARCHIVE and DATABASE updates, free of charge or for payment.
4.3 Rights of ownership of the data, content and materials of Software from third parties to be used in processing and creating documents, models and/or prototypes.
MYR or its Licensor Distributor or suppliers who have authorized MYR to enter/upload in the software data and content that they own, reserve all rights, ownership and interest (including intellectual property rights) regarding the content, the materials to be used in the processing and creation of documents, models and/or prototypes, as well as other available information. The rights of MYR and its suppliers are protected by copyright law and international agreements, as well as by the laws and agreements on intellectual property. All rights not expressly granted in these terms and conditions are held by MYR.
The unauthorized use of Material contained in the MYR software may infringe and violate copyrights, trademarks and other intellectual property rights and laws in general.
4.4 Limitation of Use
ARCHIVES and DATABASES provided with the software and/or published on its website stem from MYR's constant commitment to its research activity.
In order to protect MYR's commitment and efforts in the production of ARCHIVES and DATABASES, End-User may not and may not allow others to:
4.5 End-User Obligations and Rights
End-User has the right to use ARCHIVES and DATABASES, including any services connect with them, according to Specifications, to the terms dictated by any contracts stipulated for the use of connected services, and in compliance with the terms and conditions of this agreement. Furthermore, End-User acknowledges that it has the right solely and exclusively to indemnity, as provided for in cases of non-observance of those rights, and acknowledges that this indemnity excludes any other form of indemnity or compensation for direct or indirect damages of any kind or nature. End-User, where acting on behalf of any third parties that End-User may have permitted, for any reason, to use the ARCHIVES and DATABASES, hereby agrees to use the Service solely for purposes that are lawful and allowed by applicable legal provisions, by custom and habit, by the rules of due diligence and, in any case, without infringing upon any MYR or third-party rights whatsoever, and assuming every and all responsibility in that regard.
4.6 Conduct
As a condition for using the content and material uploaded into the MYR software, End-User hereby expressly agrees that it will not use the content and material for purposes that are illegal, prohibited or non provided for in these terms and conditions or by any other MYR policy ("improper use").
End-User hereby acknowledges that it is responsible for any costs incurred by MYR or by any other interested party (including legal expenses) due to "improper use" of the content and material of the Software.
Improper use includes, but is not limited to:
4.7 Disclaimer of Warranty
MYR, though it regularly, punctually and directly checks the quality and reliability of the data entered in the database, provides no warranty and assumes no responsibility regarding the accuracy of the data in the archives and databases, and does not warrant that that data will meet the needs and expectations of end-users, or that any defects or errors will be corrected, or that the material database is free of viruses or other dangerous components. Use of the archives and databases, as well as the software material and the distribution of models, prototypes and/or other documents, is done solely at the end-user's risk. The content, material, archives and databases are provided "as is" and "as available", with any and all defects, and with no warranty of any kind, either explicit or implied, from MYR, including warranties of satisfactory quality, ownership, non-infringement of intellectual property rights or suitability for any particular purpose the end-user may have and is not warranted by the software.
4.8 Limitation of Liability
MYR ASSUMES NO LIABLITY FOR THE CONTENT AND MATERIAL, ARCHIVES AND DATABASES PROVIDED WITH THE SOFTWARE OR PUBLISHED ON ITS WEBSITE and in the documents that can be produced using the software.
Though the preparation and management of the data is done with the utmost care, it is impossible to ensure the accuracy of the data and, therefore, in no way whatsoever shall MYR be liable for any direct or indirect damages, or damages resulting from errors and/or defects in the included data, without limitation, or damages for loss or loss earnings, business interruption, the loss of information or any other economic loss and/or damage to reputation, even in cases where MYR has been advised of the possibility of said damages.
Furthermore, MYR's liability shall be limited to an amount corresponding to the product's purchase price.
END-USER, THEREFORE, MUST THOROUGHLY CHECK AND VERIFY THE DATA IN THE ARCHIVES AND DATABASES, INCLUDING ITS COMPLIANCE WITH EXISTING LAW, AS END-USER IS SOLELY RESPONSIBLE FOR THE ACCURACY OF THE PROCESSED DATA AND THE RESULTS OBTAINED FROM USING THAT DATA.
MYR shall not be deemed liable for any direct or indirect damages, including data loss or lost opportunity or loss of business resulting from any delay, malfunction or inability to use the service and/or data, where directly attributable to the malfunction of MYR servers or to force majeure beyond the company's control, such as technical failures, electrical outages and disruptions to telephone and telematic services, labor strikes, acts of vandalism and terrorism, and natural disasters.
These limitations and exclusions apply independently of the fact that the aforementioned damages may derive from a violation of the contract or warranty, negligence of any other service-related cause.
MYR's obligations and responsibilities towards End-User are those defined herein; as such, should any violation or breach of this agreement arise and be attributable to MYR, MYR will answer only within the limits set by the terms and conditions herein, and this expressly excludes any other form whatsoever of indemnity or compensation to End-User for direct or indirect damages of any kind. To the extent that existing law does not prohibit these limitations and exclusions, in no way shall the full liability for all damages and losses, by contract, strict liability, tort (including negligence), may exceed the amount paid over the last 12 months for product/service licenses.
MYR's obligations and liability towards End-User are those defined herein; as such, should any violation or breach of this agreement arise and be attributable to MYR, MYR will answer only within the limits set by the terms and conditions herein, and this expressly excludes any other form whatsoever of indemnity or compensation to End-User for direct or indirect damages of any kind. End-User hereby acknowledges and accepts that in any and all cases where this Software License does not apply, MYR will answer solely within the limits set by this End-User license.
4.9 Express Termination Clause
MYR, at its sole discretion and at any time, even without prior notice, and such that its exercising its right may not be challenged as a breach or violation of these Terms and Conditions, reserves the right to:
terminate these Terms and Conditions and/or suspend any other licenses that may have been granted;
suspend access to any services that use ARCHIVES and DATABASES;
suspend any connected service;
suspend/remove any user account;
remove content and material uploaded via the software;
and the above in cases where:
- End-User breaches or violates even one of the provisions contained in these Terms and Conditions;
- End-User's conduct is such that it engenders a well-founded, reasonable fear that End-User may be in breach of these Terms and Conditions or responsible for one or more violations of its provisions;
- there is well-founded suspicion to believe that ARCHIVES and DATABASES, including any connected services, are being used by unauthorized Third parties;
- End-User is involved, in any way whatsoever, in any legal dispute, whether in-court or out-of-court, whether civil, criminal or administrative, where said dispute arises from actions and conduct carried out through use of MYR ARCHIVES and DATABASES or any connected services;
- the suspension is requested by Judicial order.
Furthermore, whenever suspension of the Service is attributable to End-User, MYR reserves the right to take all necessary action to be compensated for damages.
The authorizations and licenses needed to use ARCHIVES and DATABASES and to access any connected services will be terminated automatically. End-User must immediately stop using ARCHIVES and DATABASES.
MYR declines any and all responsibility for termination of licenses, closure of any user accounts and interruption of any services.
Furthermore, MYR reserves the right to take any action and use any way provided by law to protect its image and its rights.
4.10 Acceptance of License Terms and Conditions
MYR software provides access to ARCHIVES and DATABASES and any related services, solely upon End-User acceptance of these Terms and Conditions.
END-USER MUST READ THESE TERMS AND CONDITIONS BEFORE USING THE ARCHIVES AND/OR DATABASES OR USING ANY RELATED SERVICES.
By using ARCHIVES and DATABASES or, even in part, any related services, these Terms and Conditions will be deemed to be accepted by End-User in their entirety.
If End-User does not wish to accept these Terms and Conditions, End-User may not use ARCHIVES and DATABASES in any way, nor may End-User access any related services. Furthermore, MYR reserves the right to update and amend, at any time and at its sole discretion, these Terms and Conditions. End-User is advised to periodically check these Terms and Conditions in order to see if any changes have been made to them. Continued use of ARCHIVES and DATABASES and any related services, even after publication of any changes made to these Terms and Conditions, will confirm acceptance of those changes. These Terms and Conditions constitute a binding legal agreement between End-User and MYR, and they have the same validity as if they had been signed and countersigned. An updated copy of these Terms and Conditions is always available at the following link: http://www.myr.eu.com/license.
Therefore, BY ACCEPTING THESE LICENSE TERMS AND CONDITIONS, OR BY USING THE SOFTWARE AND ANY RELATED SERVICES, END-USER ACCEPTS ALL TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. SHOULD LICENSEE NOT ACCEPT THESE TERMS AND CONDITIONS, IT MAY NOT USE EITHER THE SOFTWARE OR ANY RELATED SERVICES.
4.11 Disputes and applicable law
For any and all disputes that may arise between MYR and End-User, applicable law shall be Italian law and jurisdiction shall be Italy; moreover, any and all disputes shall be referred to, and heard and decided by the Court of Treviso.