Terms and conditions of use
This License Agreement for the final user of Programmavetro® software, aka: Projetverre®, Proyectovidrio® and/or of any related programs and add-ins, is entered into by and between MHL Srl, via Malta 12/E – 25145 – Brescia – Italy, Tax number: IT04313460984 and the user (“Licensee”).
Regardless of the fact that they may or may not be part of an additional offer, Programmavetro® and/or any related programs and add-ins are granted under license to the final users upon payment of a license fee or upon the purchase of credits allowing the user to perform calculations or to obtain a calculation sheet containing the main intermediate calculation results under the terms and conditions of this Agreement.
IMPORTANT – PLEASE, READ CAREFULLY: the terms and conditions herein constitute a binding agreement between MHL Srl and the Licensee regarding the calculation software Programmavetro® and/or any programs and add-ins related to Programmavetro®. The Licensee must read these terms and conditions carefully BEFORE logging into the licensed programs for the first time.
Programmavetro® products and/or related programs and add-ins are not for sale: this Agreement only grants the Client the License to use the Programs for a period of time limited to the duration of the option chosen by the Licensee, starting from the date of signing of this agreement and upon the payment of the license fee, as defined in article 2 below. This User License issued by MHL Srl refers exclusively to the right to use the Program as stated above, in the version existing at the time this License Agreement is signed.
Under this Agreement, MHL Srl grants the Licensee a non-exclusive non-transferable license to use the Licensed Programs in full compliance with this Agreement. The Licensed Programs can be run and used by the Users only on hardware owned by the Licensee (“Computer”) and cannot be run or used by any other means, including, but not limited to, a network. “Users” means the Licensee and its employees, students, consultants and subcontractors who access the Licensed Program on the computers. The Licensee shall not be granted any other rights apart from those expressly provided for in this Agreement, including the rights of use and exhibition. The Licensee cannot modify or create works derived from licensed programs or create compilations or collective works including the licensed programs. Except as required by law, the Licensee may not, with the purpose of entering into competition with MHL Srl or its affiliates, analyze, reverse engineer, decompile, copy code or code snippets, disassemble or otherwise convert all or part of the Licensed Programs.
The Program cannot be modified, neither partially, nor totally, and any Copyright notice must not be removed.
The Program listings, property of MHL Srl, are solely available for any investigations by the Authorities.
The Program is supplied “as is” and can be viewed in its entirety at Client’s request exclusively through demonstration by MHL Srl or its authorised Licensors. The Licensee, at the moment of signing this agreement, accepts the Program as seen after having thoroughly viewed and assessed it, deeming it fully meets his/her needs and therefore assuming full responsibility for his/her choice.
The activation of the license and, therefore, the effectiveness of this agreement (a password associated with a valid email address owned or used by the Licensee shall be sent) starts from the moment when, once the relevant payment has been received, the following items are expressly accepted: this agreement, any exclusion clauses and the terms and conditions in relation to the processing of personal data under the GDPR.
2. FEES AND PLANS
The cost of this User License shall be shown in MHL Srl price list, updated or modified at its sole discretion.
A. Subscription plan: content. Upon payment of the applicable fee and within the following 24 hours, MHL Srl shall provide the Licensee with access to the chosen Programs; this access shall be valid for one single user and for a single term of use (based on the type of subscription requested and paid for by the user among those made available by MHL Srl) for each email address associated to the user.
It is strictly forbidden to publish by any means, even partially, the results of the calculations made and the output pages produced by the Program(s) covered by the user license.
As long as the subscription is valid and paid for in full, any updates and changes shall be made available to the Licensee.
Upon termination or expiration of this Agreement, the Licensee shall no longer be entitled to use the Licensed Programs. Access to the Programs will be automatically suspended at the end of the subscription term.
B. Pay per use plan: content. Upon payment of the applicable fee and within the following 24 hours, for each email address provided by the user, MHL Srl shall provide the Licensee with the relevant credits both to make calculations (calculation credits) and to obtain calculation sheets displaying the main intermediate calculations (report credits).
It is strictly forbidden to publish by any means, even partially, the results of the calculations made or the output pages produced by the Program(s) covered by the user license.
Upon termination or expiration of this Agreement, or when the credits have been used up, the Licensee shall no longer be entitled to use the Licensed Programs. Access to the Programs will be automatically suspended the moment the credits have run out and it will no longer be possible to access the functions associated to those credits.
As long as there are credits available, any updates and changes shall be made available to the Licensee.
3. DURATION AND TERMINATION
This Agreement shall come into full force when the Licensee, after having received the credentials to activate the Program, accepts the terms and conditions herein; acceptance takes place when the Licensee submits this Agreement through the user interface, begins to use the Licensed Programs and/or accepts another agreement that refers to this one.
MHL Srl can terminate this Agreement at any time for any violation of the terms and conditions herein by sending notice to the Licensee. The use of the Licensed Programs can be interrupted until the Licensee completes the necessary activation procedure. Once the present Agreement is terminated, Licensee access will be disabled automatically. The provisions contained in sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 will continue to apply even after the termination of this Agreement.
4. DATA PROTECTION AND CONFIDENTIALITY
The licensed programs, in whole or in part, are the exclusive property of MHL Srl and/or its licensors.
All intellectual property rights relating to the Licensed Programs belong exclusively to MHL Srl and/or to its licensors. MHL Srl and/or its licensors shall retain all rights, copyrights and other intellectual property rights relating to the Licensed Programs, as well as any modifications, optimizations or other works derived from the aforementioned programs. The Licensee undertakes not to remove, modify, cover, or in any way make invisible or unintelligible any notice relating to copyright, trademarks, patents or other rights that MHL Srl holds on the Program.
The Licensee, together with its administrators, partners, collaborators, external consultants, technicians and employees, undertakes to keep the contents of the Program secret and to protect the property rights of MHL Srl and its Licensors. In particular, he/she undertakes not to make oral or written translations, in any form or language, of the user manuals or their extracts; not to disclose or disseminate to third parties, directly or indirectly, in whole or in part, any information whatsoever relating to MHL Srl and the Program he/she may have come to possess in the course and as a result of this relationship, be it commercial, technical, administrative, managerial or technological; specifically, the Licensee undertakes not to transfer, lend, exhibit or describe the Program and/or any material, support or information relating to it, to third parties who may be current or potential competitors of MHL Srl.
The Licensee must keep and submit, as and if necessary, any proprietary notices relating to copyrights, patents and trademarks that may appear in all copies of the Licensed Programs, in whole or in part. The Licensee must keep complete, truthful and accurate data of all the activations of the licensed Programs since they may be requested by MHL Srl for verification purposes.
The Licensee acknowledges that the methods, techniques, expressions, ideas and concepts included or expressed in the Licensed Programs are proprietary information and a trade secret owned by MHL Srl or its Licensors.
The Licensee is entirely responsible for the supervision, management and control of the use of the Licensed Programs under this Agreement and undertakes to adopt the necessary measures, and to extend them to any Users, to ensure, for instance but not only, compliance with the provisions regarding authorized use and confidentiality obligation. The user guarantees MHL Srl that no Plan ordered under this Agreement will be used in violation of any export law in force, including laws on the proliferation of nuclear, chemical or biological weapons or missile systems, and that it will not be redirected to countries, companies or individuals if the export laws of the relevant country prohibit it. The granting of rights to use the Licensed Programs is subject to compliance with the terms set out in this Agreement; should a violation of the above mentioned terms occur, such rights shall be immediately withdrawn. Exportation of the Licensed Programs to the Licensee is subject to all exportation and re-exportation laws and regulations of the countries concerned. MHL Srl shall not be liable in any way towards the Licensee in the event of failure to obtain the necessary authorizations, licenses and approvals. The Licensee must not export or re-export, directly or indirectly, the Licensed Programs without first obtaining the necessary export licenses or government authorizations. With the signing of this Agreement, the Licensee guarantees MHL Srl that the Licensed Programs activated under this Agreement will not be used in any armament, missile carrier or nuclear, chemical or biological weapon and that they will not be transferred to any state, company or individual subject to restrictions based on the relevant export laws.
6. WARRANTY AND DISCLAIMER, USE-RELATED RISKS, LIMITATION OF LIABILITY AND COMPENSATION
THE LICENSED PROGRAMS ARE COMPATIBLE WITH CHROME.
THE LICENSED PROGRAMS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND MHL SRL PROMISES NO WARRANTIES, EXPRESS OR IMPLIED, VERBAL OR WRITTEN, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE; THEREFORE, ALL OF THE ABOVE WARRANTIES, CONDITIONS, LIABILITIES AND TERMS SHALL BE CONSTRUED AS EXCLUDED. MHL SRL AND ITS LICENSORS ASSUME NO LIABILITY FOR DAMAGES OF ANY KIND THAT MAY ARISE FROM THE USE OF THE PROGRAMS OR FROM THE IMPOSSIBILITY TO USE THEM, IN WHOLE OR IN PART, OR FOR MALFUNCTIONS OR DEFECTS RELATED TO OR CAUSED BY THE COMPUTER ENVIRONMENTS OR THE OPERATING SYSTEMS ON WHICH THE PRODUCTS RUN. MHL SRL DOES NOT GUARANTEE THAT THE FUNCTIONS CONTAINED IN THE PROGRAM FULLY COMPLY WITH ALL THE RULES AND REGULATIONS, MEET THE REQUIREMENTS OF THE LICENSEE OR WORK WITH ALL THE HARDWARE AND SOFTWARE COMBINATIONS CHOSEN BY THE LICENSEE. THE LICENSEE MUST CONSTANTLY MONITOR THE PROGRAM AND VERIFY THE RESULT OF THE PROCESSING CARRIED OUT BY THE PROGRAM, FOR THE USE OF WHICH HE IS SOLELY RESPONSIBLE.
EXCEPT AS PROVIDED FOR IN ART. 1578 AND FOLLOWING ARTICLES OF THE ITALIAN CIVIL CODE, MHL SRL ASSUMES NO LIABILITY FOR POTENTIAL DAMAGES, DIRECT OR INDIRECT, CAUSED TO THE CLIENT OR TO THIRD PARTIES AS A RESULT OF THE USE OF THE PROGRAM, ITS UPDATES AND ADD-INS, OR BY THE INABILITY TO USE THEM. THE CLIENT HAS SOLE RESPONSIBILITY FOR CORRECTLY ENTERING ANY INITIAL DATA, FOR ACCURATELY PROCESSING THE DATA AND FOR ENSURING THAT THE PROGRAM IS CORRECTLY USED AT ALL TIMES. IN NO EVENT SHALL MHL SRL OR ITS LICENSORS BE HELD LIABLE FOR DIRECT OR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR EXEMPLARY DAMAGES, INCLUDING THE INABILITY TO USE THE PRODUCT, LOST PROFIT, TURNOVER OR GOOD REPUTATION, INCLUDING THOSE ATTRIBUTABLE TO CONTRACT, NEGLIGENCE OR OTHERWISE RELATED TO THE USE OF THE PROGRAMS BY THE LICENSEE, INCLUDING, BUT NOT LIMITED TO, LOST INCOME, LOST DATA OR LOST PERFORMANCE ARISING FROM THIS AGREEMENT OR FROM THE SUPPLY OF THE LICENSED PROGRAMS, REGARDLESS OF WHETHER MHL SRL OR ITS LICENSORS ARE AWARE OF OR HAVE BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSSES. THE LICENSEE SHALL USE THE LICENSED PROGRAMS AT HIS/HER OWN RISK. THE LICENSEE AGREES TO DISCHARGE MHL SRL, ITS LICENSORS AND ITS AFFILIATES FROM ANY LIABILITY OR DAMAGES, INCLUDING LEGAL DAMAGES (TO A REASONABLE EXTENT), ARISING FROM THIS AGREEMENT OR FROM THE USE OF THE LICENSED PROGRAMS UNDER THIS AGREEMENT.
The Licensed Programs have been developed to be used only by experienced professionals and for educational purposes and should not be used as a substitute for professional purposes or independent testing of physical prototypes to test the product for stress, operational suitability and safety; only the Licensee and its users are responsible for any results arising from the use of the licensed Programs.
The Client undertakes to notify MHL Srl of any errors in the Program within 10 days from the moment the error is detected. MHL Srl shall endeavour to remove the errors in the shortest possible delay, nature of the error and previous commitments permitting.
7. PROGRAM CHANGES AND UPDATES
MHL Srl reserves the right to make any changes to the Program which, at its sole discretion, are deemed necessary, and does not guarantee that any new versions of the Program or intermediate releases will contain all the functions present in the previous version or that they will work in the same way. The Client undertakes not to make any changes to the Programs or to incorporate them, in whole or in part, into other programs.
MHL Srl, at its sole discretion, may develop new versions of the Program and make changes to remove any errors that may have been reported by users, to comply with changes in the law that are compatible with the structure of the Program, or to implement new functions.
The Licensee has the right to obtain such new versions or changes under the conditions referred to in article 1 above, taking into account that any updates with the purpose of improvement, or which respond to any errors found or any changes in the law, apply only to the latest version of the Program, and are not applicable to previous versions.
Updates are implemented by MHL Srl and made available as soon as they are pronounced stable and reliable. The Client shall be promptly notified via email of any such updates.
MHL Srl reserves the right not to make any changes, updates or implementations for the Program for browsers that the company may, at its sole discretion, deem out-of-date, obsolete or no longer strategic. In addition, whenever a new Release of the browser is made available, the company reserves the right to update the Program to run on the updated Release so as to make the most of its technical potential. Should the new version of the Program or any of the changes made to it or an update be no longer usable with the Browser owned by the Client or with the old Browser Release owned by the Licensee, the latter undertakes to update the Browser at its own expense or to install at its expense one of the other browsers still supported by the Program, so as to be able to use the new versions of the Program.
Any direct communication between the parties relating to this agreement must be sent by registered post with return receipt to the address shown at the top of this agreement.
9. AMENDMENTS, GOVERNING LAW
Except as expressly permitted herein, this Agreement can only be modified by means of a written amendment signed by the parties and no other deed, document, use or personalization shall be able to correct or modify this Agreement, including, but not limited to, the terms and the conditions of the Licensee. In the event of a conflict or inconsistency between the terms of this Agreement and those of another agreement signed between the Licensor and MHL Srl or an affiliate of MHL Srl regarding the object of this Agreement, the terms of the other agreement shall prevail. This Agreement is based on and governed by the laws of Italy.
The Italian version of this Agreement is considered to all effects and purposes the only authorized version, regardless of any potential translation or interpretation of the Agreement into other languages.
If, for some reason, a court of competent jurisdiction should find any provision of this Agreement, or any part thereof, unenforceable, the said provision shall be enforced to the fullest extent possible and the remainder of this Agreement shall remain in full force and effect.
The Licensee acknowledges and agrees that the terms contained in this section do not prevent, hinder or restrict in any way the rights of MHL Srl to resort to equity measures, including the request for injunctive relief in any court of competent jurisdiction.
For any dispute directly or indirectly relating to this contract, its validity, effect, interpretation, execution, non-execution, fulfilment, non-fulfilment or resolution, the parties recognize the Court of Brescia as the competent Jurisdiction, regardless of the place where the Agreement is signed.
11. LIMITATIONS ON RIGHTS IMPOSED BY THE US GOVERNMENT
The Licensed Programs and any Documentation relating to it, as well as any other technical document included therein, are supplied only for commercial purposes and for private use. The Licensed Programs are provided as “commercial computer software”, as defined in DFARS 252.227-7014 (June 1995), or as “commercial product”, as defined in FAR 2.101 (a) and, in line with FAR 12.212 and DFARS 227.7202, as applicable, only the rights deriving from this Agreement, are licensed to the Licensee (standard commercial terms of the Licensee). The technical data are provided with limited rights strictly in compliance with the standards contained in DFAR 252.227-7015 (Nov. 1995) or FAR 52.227-14 (June 1987), as applicable.
12. LICENSES FOR CANADA
If the Licensee has purchased this licensed product in Canada, he/she agrees that:
The parties hereby confirm that it is their express wish that this Agreement and other related documents, including any Notices, are written only in English.
13. TERMS APPLICABLE TO RESIDENTS OF THE EUROPEAN UNION (EU), ICELAND, LIECHTENSTEIN AND NORWAY
MHL Srl, as data controller and pursuant to art. 13 of European Regulation 679/2016 relating to the protection of personal data (GDPR), informs you that the processing of your personal data will be carried out by the company itself.
a. Types of data subject to the processing
MHL Srl is the controller of the personal data provided by the user, including: Company name/Surname and Name, Tax Code and other identification numbers, Bank details, Address, E-Mail address, Telephone/mobile number, Data on behaviour, profiles of users, consumers, taxpayers, etc.
b. Purpose of the processing
The processing of the data shall be done by MHL Srl in the course of its activities. In particular, the Data provided by the Data subjects shall be processed, by means of IT tools or other tools, for the following purposes: Commercial, accounting and tax obligations. Acceptance of the data processing for the aforementioned purposes is essential for the management and provision of the services covered by this contract.
c. Processing methods
The Data shall be processed by MHL Srl through the use of electronic and manual means on the principles of lawfulness, fairness and transparency provided for by the applicable legislation on the protection of personal data and safeguarding the confidentiality of the Data Subject through technical and organizational security measures to guarantee an adequate level of security.
d. Data storage
The Data provided by the Data Subject shall be processed for a duration of:
Start date: 07/08/2019
End date: 31/12/2050
Duration principle: End date of the processing
Note: The processing begins when the user signs the contract with MHL Srl or requests test credits to use Programmavetro.
e. Disclosure, dissemination and transmission of Data
The Data shall be processed, to the extent necessary, by authorized personnel, adequately trained by the Data Controller, as well as by the staff of third parties who provide services to the Data Controller and carry out data processing on behalf and at the request of the latter as data processors. In case of disclosure to third parties, the recipients may be: Recipient: Consultants and freelancers in single or associated form, Companies and businesses, Clients and users, Banks and credit institutions.
More generally, when conducting ordinary business activities, the Data may be disclosed to subjects who control, audit and certify the activities carried out by the Data Controller, consultants and freelancers who offer tax and legal consultancy services and, for corporate operations which require an evaluation of the company assets, public bodies and administrations, as well as to subjects entitled by law to receive such information, Italian and foreign legal authorities and other public authorities, for the purposes related to the fulfilment of legal obligations, or for the fulfilment of the obligations undertaken and arising from the contractual relationship, including the need for defense in court.
Furthermore, the data may be transferred to commercial partners or to other users or clients for promotional purposes.
The collected data shall not be transferred to countries outside the EU.
f. Profiling and/or automatic processing
Should the processing of your data require profiling or automatic processing, these are the characteristics:
The processing of your data may include profiling or automatic processing, according to these characteristics:
i) Condition: the data subjectés explicit consent;
ii) Description and rationale: in the event of consent, the processing of your personal data for profiling purposes will take place with data processing tools which cross-refer them to create your commercial profile within Programmavetro and more generally within the services provided by Programmavetro. This data processing tool relates the data collected while you use Programmavetro, with the data collected when you subscribe to our services.
g. The rights of the data subject
The data subject may exercise, in relation to the processing of the data described therein, the rights provided for by the GDPR (articles 15-21), including:
-) the right to obtain confirmation as to whether or not personal data concerning him or her are being processed (rights of access);
-) update, amend and/or correct the Data (right of rectification);
-) ; request the erasure of personal data or the restriction of processing concerning personal data that have been unlawfully processed including those that are no longer necessary in relation to the purposes for which they were collected or otherwise processed (right to be forgotten and right to storage limitation);
-) object to the processing (right to object);
-) lodge a complaint with the competent supervisory authority (Data Protection Supervisor www.garanteprivacy.it) in the event of breach of the data protection rules;
-) obtain a copy of his or her personal data in a machine-readable format, when such data have been provided for the purpose of fulfilling this agreement and request to transmit those data to another Controller (right to data portability).
To exercise these rights, the Data Subject can contact the Data Controller by writing to: firstname.lastname@example.org When contacting us, the Data Subject must include a full name, email/postal address and/or telephone number(s) to be sure that his/her request can be handled correctly.