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EULA

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EULA

End User License Agreement (EULA)

This EULA applies to all products and services offered by Made Simple srl, a company incorporated under Italian law, with registered office in Catania (CT) 95121, via Forcile 5/A and VAT number: 05413210872, hereinafter referred to as “Made Simple”

Published 03/03/2022. Effective as of 03/03/2022.

These Terms replace and supersede all prior version. IF YOUR COMPANY HAS EXECUTED A LICENSE EULA WITH MADE SIMPLE, THIS EULA SHALL GOVERN AND SUPERSEDE ALL PRIOR EULAS AND IT IS LEGALLY BINDING.

IMPORTANT – READ CAREFULLY: Made Simple is willing to license to your company as a legal person or natural person (in both cases hereinafter “You”) the Software and Documentation (“Made Simple Products”) only on the condition that You accepts all of the Terms in this EULA.

Capitalized terms not defined herein shall have the meaning defined in Made Simple quotations or correspondence. In this Document You, intended as the recipient of the Terms of use of the Made Simple Products, could be identified as a User and/or as a Customer.

This EULA describes your rights and conditions upon which you may use the Made Simple Products. You are called to review the entire Agreement, including any supplemental License Terms that is linked or that attend the Software, because all the Terms are important, and all together embody this Agreement that applies to You.

PLEASE READ THE TERMS CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE, AS INSTALLATION OR USE OF THE SOFTWARE WILL INDICATE YOUR COMPANY’S ASSENT TO THEM.

Capitalized terms used in this EULA are defined in the Usage Definitions (Section 12)  below.

Site AssistantTM is a trademark of Made Simple. Made Simple reserves all the rights, Copyright and Intellectual Property included.

 

1.   Acceptance

By pre- installing, installing, downloading and/or using the Made Simple Products that is property of Made Simple, its affiliates its suppliers and Third Party licensor, to which this EULA Agreement applies and includes computer Software and may include  multimedia devices, content and Data and printed materials or any electronic documents associated with the use by the User of the Made Simple Services, Products and Software, You are confirming Your acceptance of the Software and agreeing to become bound by the Terms of this EULA and acknowledge that it is enforceable as a written contract signed by you.

By accepting this Agreement or using the Software You agree to all of these Terms and consent to the transmission of certain Information during activation and during Your use of the Software pursuant to the Made Simple Privacy of the company. IF YOU DO NOT AGREE, NOT ACCEPT AND NOT COMPLY WITH THE TERMS AND CONDITIONS OF THIS EULA, PLEASE DO NOT INSTALL OR USE THE SOFTWARE AND ITS FEATURES, AND YOU MUST NOT ACCEPT THIS EULA. PROMPTLY RETURN THE UNUSED DOCUMENTATION TO THE PARTY. IF THE PROGRAM WAS DOWNLOADED, DESTROY ALL COPIES OF THE PRODUCT.

2.   License Types

Made Simple supplies the following Software versions:

 

2.1 Site Assistant Free Version: is a Free of charge Version with limited functionalities.

The term "Free" means a Software that Made Simple grants for use free of charge. The opportunity to be used and distributed free of charge shall not compromise the Free licenses (including their formats) and Made Simple reminds You that they are subject to the Conditions specified in this License and, therefore, remain in the property of Made Simple. The distribution of "Free Version" to Third Parties is absolutely prohibited. The Free version of the Made Simple program leads a limited version for the User, so that a proper assessment can be made possibly before upselling to the paying Version.

The Free version of the program has technical and operational limitations. The usage of the Software is reserved to one User in writing mode. It is not possible to give the access to the others, except for reading mode. Doing so will be unlawful and the Free version will be remotely deactivated.

It can be used for professional purposes. Although the Usage of a Free Version cannot guarantee an accurate usage of the Software, having limited functionalities. Therefore, Made Simple does not guarantee the results of using the Software or Documentation in terms of correctness, accuracy, reliability, up- dates or otherwise. The risk of the results and of the Free Software performance is taken on You entirely. The Free version can be installed on the devices related to you only. The end user cannot create a number of three (3) Sites.

 

2.2 Site Assistant EDU: it is a License granted for educational purposes only.

The Site Assistant EDU License can be granted free of charge to:

a) Students enrolled in state and non-state schools, which are legally qualified to issue high school diplomas, provided that they are legally recognized;

b) Students enrolled at Universities or Institutes of Higher Education, state and non-state, as long as legally recognized.

 

The following Terms apply for the eligibility of Student Status:

1.   The eligibility for an individual Student License requires the following documents: Student certificate; Student/ID card; letters on University letterhead confirming the student status. The documents must contain the current date, full readable name of the Student and the University’s name. Furthermore, through our website you can download the Eyecad VR’s form[AS1]  named Student Licence Request in the proper section Eyecad VR for education.

2.   Eligible students are entitled to a single Student version that can be installed on a single computer.

3.   Individual applicants for Site Assistant EDU License must submit proof of having current status as a full-time Student in post-secondary education. If instant verification is not available, Documentation is required, which as a minimum could include, a copy of a student identity pass.

4.   Students on part-time courses are not eligible.

5.   Licenses are valid for a specified term, normally 365 days after application, after which the license expires. Renewal of the license will require re-application. If the Student is still eligible, the Student can apply for a renewal. Made Simple allows for a maximum of 5 renewals.

 

Site Assistant EDU Licenses for schools of all order and levels (Training Bodies, University Education Institutions as long as they are lawfully provided) could be granted in the form of a Subscription Payment. The Site Assistant EDU License is intended for teaching, educational and learning purposes exclusively related to the study activity described above (e.g., exam papers at University, computer lab activities at school, etc.).

In any case, the use of the Site Assistant EDU License for business, commercial and/or professional purposes is prohibited (e.g., in technical departments of professionals, companies, entities, etc.). The use of the Site Assistant EDU License for professional purposes is forbidden and, therefore any improper use is equivalent to using a NON-LICENSED Software: You may incur in the offence of Software Piracy and is, therefore, sanctionable under the Terms of the National and International Law and Regulations governing Copyright, as well as Intellectual Property laws and Agreements. In the case of a Students in sub-clause a) and sub-clause b), the Site Assistant EDU License may only be used by You for the period of their studies. Use of Site Assistant EDU License is reserved for the applicant who may not assign or transfer the licenses or the Product to Third Parties for free or for consideration exclusively.

 

 

2.2 Site Assistant Standard Version: is a commercial paid version granted for commercial purposes. The Site Assistant Standard license shows some limitations in features and functionality compared to the Site Assistant Premium Version. All information, Product sheets and differences between all versions are available on the website www.siteassistant.it. The Site Assistant Standard license can be used on different devices.

Limited technical support is guaranteed. You should contact Made Simple through our website to request the technical support. Any request of assistance will not be processed as a priority. Any technical support may be available on request and by paying a fee so that it will guarantee a priority intervention.

The aforementioned Site Assistant Standard license is valid for the time of subscription terms.

 

2.4 Site Assistant Premium: is a commercial paid version granted for commercial purposes. All information, Product sheets and differences between all versions are available on the website www.siteassistant.it.

Limited technical support is guaranteed. You should contact Made Simple through our website to request the technical support. Any request of assistance will not be processed as a priority. Any technical support may be available on request and by paying a fee so that it will guarantee a priority intervention.

The aforementioned Site Assistant Start license is valid for the time of subscription terms.

 

 

2.5 Site Assistant Web and Mobile App: is an application for mobile devices, smartphones and tablets which can be downloaded free of charge. Once it is downloaded the End User should choose one of the Site Assistant Versions available (free or paid Version). Some of the functionalities will not be present in the Mobile App.

It is possible to find and consult more information of Site Assistant (mobile) App on the website www.siteassistant.it

 

 

3.   License Grant Types

 

3.1 Subscription License Grant:

If you have a Subscription License, to the extend reflected in the Purchase Order or commercial quotation, subject to the Terms and Conditions of this EULA, Made Simple grants to You a nonexclusive, nontransferable (except as specified in Section 10.1 revocable license to use the Made Simple Products in accordance with Section 11. You may make a reasonable number of copies of any Made Simple Products documentation only for internal business use. The right to sublicense is not granted except the case you have obtained a prior authorization by Made Simple.

Made Simple may allow you to install and use the most recent prior version of the Subscription License Grant and the current version of the latter on the same device during the License Term. You agree that Made Simple may change the type of Software (such as specific components, version, platforms, languages, etc.)  included in the Subscription License Grant at any time and shall not be liable to you whatsoever for such change.

 

3.2 General Licensed Rights:

The Made Simple Software and any Third Party Software, Documentation, interfaces, content, fonts, extensions and all the Data pertinent to this License whether on disk, as read only, on other devices or in other forms (collectively the "Made Simple Software") and all Intellectual Property Rights therein is owned by Made Simple and is copyrighted and licensed to you, not sold.

Made Simple grants you a nonexclusive, royalty-free, nontransferable, revocable License: You may use and install the Software solely in accordance with Terms, Conditions, Payment requirements, Usage limitations and Restrictions set forth in (a) this EULA; (b) the Documentation; and (c) the Purchase Order. In the event of any discrepancy between (i) the provisions set forth in this EULA and (ii) any Purchase Order, Documentation or written EULA between You and Made Simple, such Purchase Order, Documentation or written EULA shall prevail.

Furthermore, You should use and access the Made Simple Products and any modified or replacement version as made available from time to time solely for the use specified in Terms and Conditions; You should make and install copies to support such authorized use and make a back-up copy all provided that you have lawfully obtained, that embodies the Products and complies with the Terms of this Agreement. You reproduce all copyright notice and other legends of ownership on each copy, or partial copy, of the product. You ensure that anyone who uses the program (accessed either locally or remotely (i) does so only on your company’s behalf and (ii) complies with the Terms of this Agreement; the License Grant does not include the right to obtain the Software in source code form of any Made Simple Products, nor to have the related logical and/or project documentation.

 

3.3 License Restrictions:

Except as expressly provided in Section 10, You agree that You have no right to: (i) modify the Made Simple Products or to permit any Third Party to do so; (ii) copy the Made Simple Products, except as strictly required to install the Made Simple Software and make a reasonable number of copies just for archival or backup purposes, or (iii) use the Made Simple Products to provide service-bureau, software rental, time sharing or any data services to any Third Party; (iv) decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, create derivative works of the Software updates or any part thereof, rent, lease, lend, redistribute, or sublicense the Software or otherwise make the Software available. Any attempt to do so is a violation of the rights of Made Simple and/or its licensors may be subject to prosecution and damages. Any commercially exploit or make available to any Third Party or otherwise make the Software available in any way, except as expressly provided in this Agreement; (V) not reverse assemble, reverse compile, otherwise translate, or reverse engineer the program, except as expressly permitted by law without the possibility of contractual waiver; (VI) not reverse engineer or access the program in order to: (a) create a competitive Product or Service, (b) edify a Product using similar ideas, features, functions, content or graphics of the program or (c) copy any ideas, features, functions or graphics of the program (except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties); (VII) not use any of the program’s components, files, modules, audio-visual content, or related licensed materials separately from that program; (VIII) running the program in debugger mode, (IX) except as expressly provided in this Agreement, You do not have any rights or ownership, either express or implied, in: (a) the Software; (b) any source or object code generated by it; or (c) any Intellectual Property Rights in the program, any code generated, or any Made Simple materials; (IX) except as expressly provided in this Agreement, you will not reproduce, republish, upload, post, transmit, or distribute the program, or any portion thereof, or facilitate or permit the licensee’s employees or third parties to do so; (X) not attempt to access any systems, programs or data of Made Simple that are not licensed under this Agreement, or otherwise made available by Made Simple for public use; and not delete or in any manner alter any Made Simple trade mark notices, disclaimers or other legends contained in the Software or appearing on any screens, documents, reports, numeric results or other materials obtained by you through use of the program. Any attempt to do so is a violation of the rights of Made Simple and/or its licensors may be subject to prosecution and damages. Any Made Simple Products ordered by You and licensed by Made Simple as a bundled unit must be used by You as a bundled unit. You have no right to use or reference, for purposes of development, any library or any portion thereof contained in the Made Simple Product. You acknowledge that Made Simple Products contain trade secrets of Made Simple, and in order to protect such trade secrets, You agree not to disassemble, decompile or reverse engineer the Made Simple Products, nor permit any Third Party to do so, except to the extent such restrictions are prohibited by applicable law. In case of infringement or misappropriation of Intellectual Property Rights or violation of applicable law, Made Simple should be indemnified from any occurred damages, attorney fees and costs included.

CUSTOMER WILL NOT RENT, LEASE, SELL, SUBLICENSE, ASSIGN, OR TRANSFER ITS RIGHTS IN THE SOFTWARE (INCLUDING WITHOUT LIMITATION, SOFTWARE OBTAINED THROUGH A WEB DOWNLOAD), OR AUTHORIZE ANY PORTION OF THE SOFTWARE TO BE COPIED ONTO ANOTHER INDIVIDUAL OR LEGAL ENTITY’S COMPUTER EXCEPT AS MAY BE EXPRESSLY PERMITTED HEREIN

 

At any time prior to Order Acceptance, we reserve the right to decline or reject your order. If this occurs, we will attempt to notify you. Some reasons for rejection can include: (a) we are unable to supply you with the Made Simple Products, for example because that item is no longer available or because of an error in the price at the point of sale; (b) you do not live in a Country or Region from which the Made Simple Product may be purchased; or (c) you order more than the permitted maximum number of Made Simple Products. If you have already paid, we will refund you the full amount including any delivery costs charged.

 

3.4 Limited Rights:

Your Rights in the Made Simple Products will be limited to those expressly granted in this Section. You are entitled to use Made Simple Products and number of users indicated in the Commercial Offer or in the Purchase Order. You may not distribute or make the Software available over a network where it could be used by multiple devices at the same time.

You should contact Made Simple in case You need an extension of License of use.

Made Simple reserves all other rights, Title, Interest and Licenses, including, without limitation, all Patent, Copyright, Trademark, service mark, Trade Secret, and Trade Name Rights therein. All Made Simple Products are provided with the Commercial License Rights and Restrictions described in this EULA.

 

3.5. Audit Rights:

Upon Made Simple’s written request, You shall furnish Made Simple with a certification signed by an officer of Yours verifying that the Made Simple Products are being used pursuant to the Terms of this EULA. In addition, upon prior written notice, Made Simple may audit Your use of the Made Simple Products to ensure that You follow the Terms of this EULA. Any such Audit shall be conducted during regular business hours at Your facilities and shall not unreasonably interfere with Your business activities. You shall provide Made Simple access to Your relevant records and facilities. If an Audit reveals that You have underpaid fees to Made Simple, You shall be invoiced for such underpaid fees based on Made Simple’s fee structure in effect at the time the Audit is completed.

You shall promptly deliver to Made Simple any unpaid fee for any errors or omissions disclosed by such Audit. You shall pay Made Simple an additional fee of twenty-five percent (25%) of the applicable unpaid fee disclosed by the Audit as liquidated damages and not as a penalty, to compensate for Your overuse of the Made Simple Products. If the underpaid fees exceed five percent (5%) of the License fees previously paid by You, then You shall also pay Made Simple’s reasonable costs of conducting the Audit.

 

4.   Warranties

 

4.1 Limited Warranty:

Made Simple warrants that, for a period of one (1) year after delivery of the Made Simple Products will function in accordance with Made Simple’s accompanying Documentation in all material respects. As Your sole and exclusive remedy and Made Simple’s entire liability for any breach of the foregoing Warranty,
Made Simple will repair or replace, at no additional charge to You, any Made Simple Products that fail to meet this Limited Warranty. The Limited Warranty set forth herein shall automatically become null and void if a party other than Made Simple modifies the Made Simple Products in any way.

 

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, MADE SIMPLE MAKES NO WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, AND MADE SIMPLE EXPRESSLY DISCLAIMS ANY AND ALL SUCH OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT.

 

After the Software is purchased and delivered, a license will be activated which is strictly linked to a unique application credentials. In any case the Warranty does not cover cases of any alteration of the program due to incompatible Software already installed on the customer’s device which alters and makes it unusable. Any credentials’ tampering and/or misuse of the Made Simple Products, there will no longer be any right to its refund or replacement, neither in case of freely usage, even during the Warranty period, nor in case of ceased License Usage.

 

Made Simple does not guarantee the functioning of the programs coming from any future Software and/or hardware developments (computers, parallel ports, USB ports, printers, operating systems, software applications, etc.).

 

4.2 Insurance Requirements:

During the Term of this EULA, Made Simple will maintain in force Insurance for (a) Worker’s Compensation and Employer’s Liability Insurance (b) General Liability Insurance. All insurance will follow the requirements from statutory regulations in the applicable state.

 

4.3 Proof of Coverage:

At Your request, Made Simple will furnish You with Certificates of Insurance evidencing the Insurance described above, including a notice that no change in, or cancellation of, any such policy or policies shall be made without notice to You at least ten (10) days prior to such change or cancellation.

 

 

5. Liability and indemnity exclusions

Made Simple will have no liability and You will be solely and entirely responsible for infringement claims of any kind arising from: (i) any use of the Made Simple Products by You or by any Third Party to which You, for any reason, have made the product available beyond the scope of this EULA; (ii) Your use of the Made Simple Products in combination with any products not developed by Made Simple, if the basis for the claim is such combined use; (iii) Your failure to use updated or modified versions of the Made Simple Products provided or made available by Made Simple without additional charge; or (iv) Made Simple’s compliance with designs or specifications provided by You.

THE PROVISIONS OF THIS SECTION 4 SET FORTH MADE SIMPLE SOLE AND EXCLUSIVE OBLIGATIONS AND YOUR SOLE AND EXCLUSIVE REMEDIES WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

 

6. Limitations of Liability.

EVEN IF ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE AND REGARDLESS OF WHETHER A CLAIM ARISES UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT MADE SIMPLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, IN NO EVENT SHALL MADE SIMPLE BE LIABLE FOR: (i) ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGES OF ANY KIND (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS); (ii)CLAIMS THAT ARE COVERED BY THE INSURANCE POLICIES SPECIFIED IN SECTION 4, AS CARRIED BY MADE SIMPLE, SHALL MADE SIMPLE’s TOTAL LIABILITY EXCEED THE COVERAGE AMOUNTS SPECIFIED THEREIN; NOR (iii) CLAIMS THAT ARE NOT COVERED BY THE INSURANCE POLICIES SPECIFIED IN SECTION 4 AS CARRIED BY MADE SIMPLE, SHOULD MADE SIMPLE’s TOTAL CUMULATIVE LIABILITY HEREUNDER EXCEED THE TOTAL LICENSE FEES PAID BY YOU TO MADE SIMPLE UNDER THIS EULA OR ONE HUNDRED THOUSAND EUROS (€100,000), WHICHEVER IS LESS. Made Simple recognizes its liability in the case of any damage caused by fraudulent misrepresentation or gross negligence on the part of Made Simple

The parties expressly agree that the allocation of risk contained in this Section is an essential basis of this EULA.

 

7.   License to Use CLOUD Services in support of the Made Simple Software.

 

In accordance with the provisions of the remaining Sections of this License, the provisions of this Section govern the Terms of the License to Use the CLOUD Services in support of all Site Assistant Software equipped with this feature. 

 

7.1    Definitions.

 

All definitions are available in Section 12.

 

 

 

 

7.2    Activating and Delivering the Service.

 

The conditions for activating the CLOUD Service are defined in the Software Product Specifications with which the service is associated. Subject to authenticating its profile upon starting up the Software, the User may create, allocate, and use the Data produced by the Software and for which content management features are provided on CLOUD. The Software is equipped with the appropriate features so that the User may, at its discretion and under its sole control, create, allocate and make use of, for it or for Third Parties, or directly allows authorized Third Parties to create allocate and use, the Data produced by the Software for which content management features are provided on CLOUD. To use the CLOUD Service, the Software requires an active internet connection that can support the Data flow required by the programs. The User is responsible for the availability, settings and the correct functioning of the network connection and settings of the computer used. All internet connection costs are borne by the User. Notwithstanding the validity of the status of the License granted by Made Simple, the User may only access the CLOUD Service from the specifically designated Software feature; accessing the CLOUD Service in any other way is absolutely prohibited (by way of example, by remote access from the web). The User can access the CLOUD Service from anywhere, 24 hours a day, 7 days a week except for during periods of service maintenance. The User is liable for use of the CLOUD Service by Third Parties that access it using the User's log-in details.

 

7.3    Term and Suspension of the Service.

 

The term of the CLOUD Service and the Terms for renewal of the Service are specified in the Specifications for the Product the Service is associated with. If the above Service has expired, the User may not allocate or modify new content. Exclusively as a mere courtesy, without Made Simple being under any obligation and hence excluding any Liability for any loss or damage of any kind, the User may display previously allocated contents for a period of 30 (thirty) days from the date of expiry of the Service. After that additional period, in the absence of reactivation of the Service itself, the contents on the infrastructure will be permanently deleted and those ones could be recovered in accordance with the Made Simple’s policy about the storage of those User’s data or contents. Furthermore, Made Simple has the right to apply a fee in the case for the recovery of the aforementioned User’s data or contents. 

Made Simple reserves the right to suspend the Service at any time and without giving prior notice to the User, to be able to carry out necessary maintenance activities or to undertake technical interventions aimed at improving its operation. Nothing will be due for any inability to use the Service caused by network problems or malfunctions or any damage or malfunction that occurs on the computer of the User on which the Software is used or related connection Services used by the User. 

 

 

 

 

7.4    Limitation of Liability.

 

Made Simple guarantees to the User use of the CLOUD Service in accordance with the Terms of this License and the Product Specifications of the Software with which the Service is associated. The obligations and liabilities of Made Simple to the User are those set out in this EULA, so in the case of breach or non-performance by Made Simple, it will be liable to the extent provided by this License to Use and any other indemnity or compensation to the User for direct or indirect loss of any nature or kind is expressly excluded. The User acknowledges and agrees that in all cases where this License to Use does not apply, Made Simple 's Liability will be limited to the amount spent in the last 14 days by the Customer. Made Simple does not perform any specific backups of the Data handled by the User in the infrastructure except for the backup on all the contents of the storage that Made Simple itself, as a precaution, performs periodically for the purposes of any eventual restoration of the Service. However, this does not prevent the User from carrying out a full backup of the Data entered and/or processed in the infrastructure and from taking all the necessary security measures to safeguard them. In any case, Made Simple does not provide any guarantee regarding the use of the Service on the protection and preservation of such Data. For each specific Software, there could be a maximum storage space granted to each individual User. Made Simple may charge additional costs where a customer goes over its storage space limit. Made Simple shall not under any circumstances be liable for the Data entered and, in general, for the use made by the User, either for itself or for Third Parties or for Third Parties authorized by the User, in the infrastructure and reserves the right to take any initiative and action to safeguard its own rights. Made Simple will not be held liable for any direct or indirect loss, including loss of Data or loss of business opportunity and profits resulting from delay, malfunction or failure to use the Software, Service and Data, directly attributable to the malfunctioning of the Made Simple Products’ Server or due to force majeure events beyond the control of the company, such as technical failures and electrical, telephone and telecommunication services being interrupted, strikes, vandalism and terrorist attacks, catastrophes and natural disasters.

 

7.5    Obligations and Rights of the User.

 

The User has the right to use the CLOUD Service in accordance with the technical Specifications and the Terms contained in this Document and acknowledges that it only and exclusively has the right to the indemnity provided therein where those rights are breached and any other indemnity or compensation for direct or indirect loss of any type or nature whatsoever is excluded. The User acknowledges that the Internet network is not controlled by Made Simple and that, due to the specific structure of the said network, Made Simple cannot guarantee and monitor the Services and the network performance or monitor the contents of information that is transferred through the network. For this reason, Made Simple cannot be held liable for operational failures or the transfer or receipt of illegal information of any kind or nature. The User, including in the name and on behalf of Third Parties whom it may, for any reason, have permitted to use the Service, agrees to use the Service exclusively for lawful purposes and in accordance with the law from time to time in force, uses and customs, duty of care obligations and in any case, without prejudice to any Third-Party rights, assuming all liability to that effect. The User confirms it is the sole and exclusive administrator of the Service and as such confirms it is solely liable: for the management of Data and/or information and/or content contained in the connected Infrastructure, its security and storage and the performance of any other activity deemed useful or necessary to ensure its integrity; for the Data content that is accessible and/or made available in the User's Infrastructure or by Third Parties authorized by the User; for Service malfunctions further to non-compliant use; for the loss or disclosure of log-in details; for the management of access to its account (any change to the service made using the User's account is assumed to have been carried out by the User); The User also agrees to promptly inform Made Simple of any unauthorized use of its Account or any other breach of security it discovers. It acknowledges and accepts, on behalf of itself and Third Parties that it has allowed, for whatever reason, to use the Service, that the LOGS kept by the supplier in accordance with the law shall be exclusive proof of all operations carried out using the Software. The User, on the other hand, is solely and exclusively liable for any other operation carried out for himself or for Third Parties or by Third Parties directly, in the infrastructure through the Service provided by Made Simple, and in respect of such operations he agrees to comply with or ensure that Third Parties comply with the legislation in force and from time to time applicable, including for the protection of Personal Data (Legislative Decree 196/2003); The User agrees to notify any Third Party permitted to use the Service of and ensure compliance with all the Terms of this Agreement, without exclusion, and also agrees to indemnify and hold harmless Made Simple from any and all requests and/or claims for damages from anyone who alleges a claim for breach of the said terms or otherwise in relation to the behavior of the User or the aforesaid Third Parties. 

 

7.6 Security Information.

 

Provided that with respect to Made Simple, it will always and only be the User that uses the Made Simple Software and Services that is solely and exclusively liable. It is expressly agreed that Made Simple is not under any general security obligation, it therefore does not monitor or oversee the conduct or acts of the User or monitor or oversee the Information and/ or Data and/or content placed in the infrastructure; in any case, Made Simple is and remains unconnected to the activities that the User performs independently by accessing the Software over the internet using their login details. In any case, the User of the Service is the sole data controller, pursuant to Legislative Decree 196/03 and of the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 “GENERAL REGULATIONS ON DATA PROTECTION”, of any Data entered and/or processed in the infrastructures made available by Made Simple.

 

7.7 Ownership Rights.

 

The User recognizes and acknowledges that all technological creations forming the basis of the Software and Services are the property of Made Simple.

 

 

 

 

 

7.8 Disputes.

 

The place of jurisdiction for all disputes between Made Simple and the Customer is the jurisdiction where the registered office of Made Simple is located.

 

8. Confidential Information.

“Confidential Information” means the Made Simple Products and any business (including any pricing information provided by Made Simple) or technical information that is marked by the Disclosing Party as “Confidential” or “Proprietary” at the time of disclosure. Your Confidential Information shall also include information related to Your operations that You disclose to Made Simple in connection with this EULA in whatever form. Made Simple’s Confidential Information shall also include without liability any interfaces developed using Made Simple’s Software. In addition to the above, Confidential Information shall also include, and the Receiving Party shall have a duty to protect, other Confidential and/or Sensitive Information disclosed by the Disclosing Party in writing and in any other manner so that all information disclosed by the Disclosing Party to the Receiving Party shall be identified as Confidential Information whether or not such Information is marked as Proprietary and Confidential. The Receiving Party will not use or disclose any Confidential Information of the other Party except as expressly permitted herein and will use all reasonable measures to maintain the confidence of all such Confidential Information, which measure will in no event be less than the measures that the Receiving Party takes to protect its own Confidential Information of similar importance. Confidential Information will not include Information which: (i) is or becomes publicly available without fault of the Receiving Party; (ii) is independently developed by the Receiving Party without use or access to the Confidential Information; or (iii) was known to the Receiving Party prior to its receipt of the Confidential Information from the Disclosing Party and is not subject to other restrictions on disclosure or use.

 

9. Terms and Termination.

 

9.1 Payments for Subscription Licenses. If licensed under a Subscription License, You agree to pay the initial, and, thereafter, the recurring fees for the Subscription License (the “Subscription License Fees”) as described in the Purchase Order or commercial quotation and based upon the rates and amounts set forth in the Purchase Order or commercial quotation. Maintenance and Support Fees are included in the Subscription License Fees. You also agree to pay any other fees or charges listed on an Order Form for additional Professional Services or other Services (collectively, the “Other Fees”) separately and upfront, in addition to the Subscription License Fees.

Termination of the Subscription License is subject to the terms stated in the Software As a Service Agreement signed by the Parties.

 

9.2 General terms:

To the extent You will request additional Licenses, the pricing shall be subject to the pricing indicated in the new commercial quotation or Purchase Order.

Termination of this EULA by either party will be a nonexclusive remedy for breach without prejudice to any other right or remedy of such Party. The rights and obligations of the Parties contained in 6,8 and 10 will survive the termination of this EULA.

We may accept various forms of payment, including credit and debit cards, and payments made through Third Parties.

Additional terms with Your payment provider may apply.

 

By submitting an order or pre-order, you acknowledge that you are authorized to use the designated payment method and you authorize us to charge your order to that payment method. When you provide your payment information, you authorize us (or a Third-Party payment processor) to process and store your payment and related information.

Depending on where You are located or ask to have the Made Simple Products shipped or delivered, Made Simple may utilize an agent, subsidiary, or affiliate to process payment and shipping. In the event the payment method you designate cannot be verified, is invalid, or is not otherwise acceptable, we may suspend or cancel your order. You are responsible for resolving any problems we encounter to proceed with your order.

 

Prices are subject to change without notice. We reserve the right to refuse or cancel orders at any time and in our sole discretion.

If your purchase or use of the Made Simple Products is subject to any type of use or sales tax, duty or other governmental tax or fee ("Taxes"), then we may charge You for those Taxes. Applicable Taxes may be presented at checkout. You are responsible for any Taxes due with respect to your use of the Made Simple Products.

 

10 General

 

10.1 Assignment, Independent Contractors, Notices and Force Majeure:

You shall not assign this EULA except the case Made Simple consents in writing to such assignment which consent shall be withheld at Made Simple’s sole discretion. You hereby acknowledge that as a condition to such consent, Made Simple may require any assignee to update all Made Simple Products to the then-current version and purchase one year of Total Care Plan services at Made Simple then current rate. Except as otherwise specified in writing by Made Simple in its consent to assign this EULA, orders submitted by the Assignee will be in accordance with Made Simple’s current fee structure. Any attempted assignment, whether by operation of law, as a result of any change in control of You or otherwise without complying with this Section shall be null and void. The parties to this EULA are independent contractors and neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. All notices required or permitted under this EULA will be sent to the address specified above (or such other address specified by the receiving party) in writing and will be deemed effective upon receipt. Made Simple will not be responsible for any failure or delay in its performance under this EULA due to causes beyond its reasonable control.

 

10.2 Disputes and Governing Law:

This EULA is governed and construed by the laws of Italy. Place of performance and jurisdiction shall be in the Court of Catania, CT, Italy.

All notifications and declarations pursuant to this EULA shall be in writing. Facsimile shall be considered as writing. E-mail shall be considered as writing.

The parties agree that, in the event of a dispute or alleged breach of this EULA or an individual contract, they will work together in good faith, first to try to resolve the matter internally by escalating it to higher levels of management and, then if necessary, to use a mutually agreed alternative dispute resolution technique prior to resorting to litigation. This provision shall not apply to disputes involving confidentiality or infringement of intellectual property in which case either party shall be free to seek available remedies.

Nothing herein contained shall in any way create any association, partnership, joint venture or the relation of principal and agent between the Parties hereto or be construed to evidence the intention of the Parties to constitute such.

If any provision of this EULA shall be found to be invalid or unenforceable for legal or factual reasons the invalidity or unenforceability of such provisions shall not affect the other provisions of this EULA and all provisions of this EULA not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic and legal objective of the EULA. This applies as well in case of an omission or invalidity of the whole EULA.

 

10.3 Compliance with Laws; Government Approvals and Severability:

Your use of the Made Simple Products will comply with all laws, rules, and regulations of the Italy and other countries that may be applicable to the Made Simple Products. Without limiting the generality of the foregoing, You acknowledges that the distribution and use of Made Simple Products and any technical data related thereto (collectively “Made Simple Technology”) may be subject to export control laws and regulations. You will not export or re-export, directly or indirectly, any Made Simple Technology, to any destination for any use that is restricted by the applicable export control laws and regulations including, without limitation, to any party that is involved in sensitive or unguarded nuclear activities, or activities related to chemical or biological weapons or missiles.

You may not use the Made Simple Products to operate or control any inherently dangerous application. Notwithstanding the preceding sentence, You may use the Made Simple Products in a commercial nuclear power facility  as long as You do not use the Made Simple Products: (i) in any manner where failure of the Made Simple Products would affect the operability of Your facility or affect Your ability to safely cease all operations of the facility; (ii) to control any safety related system or in any safety related application; or (iii) in any manner that would violate applicable laws or regulations.

You shall indemnify and hold Made Simple harmless from any and all claims, liability, costs, damages and losses arising out of or related use of the Made Simple Products in violation of this Section. Made Simple shall have no responsibility to test, certify, validate or to take any other action regarding the Made Simple Products with the Nuclear Regulatory Commission or any other governmental agency. Obtaining such approvals, if any, will be the sole responsibility of You.

Within ninety (90) days of the Effective Date, You must, at Your expense, obtain and arrange for the maintenance of all government approvals, if any that may be necessary to make this EULA effective in the locations where the Made Simple Products are used by You.

If for any reason any part of this EULA is found unenforceable, the remainder of this EULA will be enforced to the maximum extent permissible.

 

10.4 Use of Name in Customer List:

You consent to Made Simple’s use of Your corporate name and signs in its marketing literature and Customer Lists. You may withdraw such consent at any time with reasonable notice.

 

10.5 Use of acquired DATA by Made Simple:

You consent to Made Simple the anonymous use of the Data acquired by Made Simple Software for statistical purposes and to increase the functionalities of Made Simple Products. These data may also be aggregated by Made Simple. For any question regarding the use of Data handling practice or for deny the consent, the You can contact Made Simple.

 

10.6 Entire EULA, Waiver and Language:

This EULA is the entire EULA between Made Simple and You with respect to all Made Simple Products and Services and their use, superseding any prior EULAs (except for EULAs which pertain to Free or beta software) or understandings related to any Made Simple Products or Services. This EULA cannot be amended except by a writing which specifically references this EULA and is signed by both parties. In no event will any purported amendment or EULA be binding on Made Simple, unless executed by a Made Simple officer. The failure by either party to enforce any provision of this EULA will not constitute a waiver of future enforcement of that or any other provision. The parties hereto have agreed that this EULA and any Documentation, EULAs and/or correspondence ancillary thereto have to be written in English. This EULA may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

 

11. Made Simple Products Usage Terms

The following Usage Terms will apply only to the extent that You orders each type of Made Simple Product as specified by Made Simple in its then current fee structure or otherwise.

 

11.1 Client Software /Server Products:

Yours use of Made Simple Products cannot exceed the number of Individual Licenses specified in accepted orders and licensed pursuant to this EULA as indicated in the commercial offer. Your use of Made Simple Products cannot exceed the number of the Sites established (as measured by the Made Simple Software), Data Connections or Users as applicable and specified in accepted orders and licensed under this EULA.

The Made Simple Products may not be used to programmatically interoperate with Third Party applications or You developed applications unless You have the explicit consent from Made Simple.  

 

You may not use the Software to submit or link to any content that: infringes or violates the intellectual property or other rights of any person or entity; interferes with the operation of the Software or other Made Simple Products or Services; violates anyone’s Privacy or Publicity Rights; breaches any duty of Confidentiality that you owe to any person or entity; is vulgar, offensive, inappropriate, harassing, defamatory, abusive, lewd, pornographic, obscene or otherwise objectionable; contains or installs any viruses, worm, bugs, Trojan horses, malware or other code, files or programs designed or having the
capability to disrupt, damage or limit the functionality of any Software or Hardware, contains false or deceptive language or comparative claims regarding
Made Simple or Third Parties’ products, advertising, commercial referrals, spam, chain letters, or any other solicitation, including solicitation of lawsuits;

In using this type of Made Simple Software, You will not exceed the number of Concurrent Users specified in accepted orders and licensed under this EULA.

 

 

 

11.2 Third Party Software:

Software designated by Made Simple as “Third Party Software” is not subject to this EULA. Made Simple acts only as a distributor for Third Party Software and all licensing terms, support and warranty service, if any, will be provided by the Third-Party vendor for this type of Software. Except for Made Simple’s failure to deliver the Third-Party Software in accordance with Your accepted orders, notwithstanding any provision in this EULA, in no event will Made Simple be liable to You or to any Third Party for damages of any kind arising from or related to the Third Party Software.

 

12. Definitions

Made Simple” means:

Made Simple SRL

Via Forcile 5/A

95125 Catania (CT) – Italy

VAT N°: 0513210872

Made Simple Software” means all those Software products delivered to You or You’s designee including without limitation, (i) those that are designed and designated by Made Simple to operate on a network server computer (“Server Software”), a client computer (“Client Software”), or as an interface with certain hardware monitoring devices, Third Party Software and multiple copies of Server Software (“Interface”); and (ii) all related Documentation, bug fixes and updates delivered to You by Made Simple or its designee.

“Products” means and includes all those Software or any other Products or Services delivered to You or Your designee by Made Simple.

“Concurrent Users” mean individuals who are accessing the Software at the same time.

“Sites” is a collection of structured information relating to something (for example a construction site) that you want to manage and monitor using the Made Simple software and is the main entity.

used for the exchange and sharing of information between software users.

“Data Connection” means a link between the User’s device and the Server on which the Made Simple Software is executed.

“Individual Licenses” means the number of Users who You may access to the Made Simple Software. One Individual License may be used to access Made Simple Software so as long as one Individual License is not used by two individuals at the same time. Individual Licensed Software cannot be used to export data from the Made Simple Software and serve such data directly or indirectly to another system.

“Your Customers” means customers of You for whom You may generate, store or process Your Data.

“Purchase Order” means the order form pursuant to which you place an order.

“Users” means the number of individuals who are authorized to access the  Software.

"CLOUD Service" means the set of infrastructures, systems and interfaces through which the Software Licensees may, exclusively through the features of the Software, create, allocate, use and manage Data and/or content and/or information (referred as "data") on the servers made available from Made Simple.

 

13. Interpretation

In this EULA except where the context otherwise requires explicitly: headings are for ease of reference only and cannot be interpreted in detriment to the meaning explicitly stated in the EULA; the singular includes the plural and vice versa, and a gender includes other genders; another grammatical form of a defined word or expression has a corresponding meaning; a reference to a clause, paragraph or annex is to a clause or paragraph of, or annex to, this EULA, and a reference to this EULA includes any annex; a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time; a reference to a person includes a natural person, legal entity, partnership, body corporate, association, governmental or local authority or agency or any other entity, as the case may be; a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them; the meaning of general words is not limited by specific examples introduced by “including”, “for example” or similar expressions; unless otherwise provided for in this EULA, reference to days means calendar days. If a day on or by which an obligation shall be performed or an event shall occur is not a business day, the obligation shall be performed or the event shall occur on the following business day months are made up of thirty (30) days and years of three hundred and sixty-five (365) days, in both occasions calendar.

 

14. Notices

All notices required under this EULA are to be sent in writing.Top of Form

 


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