Page Comparison

...

On this page

...

Terms and Conditions of License Use

This license agreement is an agreement between Customer (hereinafter referred to herein as "Customer") and XCALLY Xcally S.r.l. (hereinafter referred to as "Licensor" or "XCALLYXcally") with respect to the Application that enables Customer's use of the subject Service.

...

The Application is protected by copyrightlaws and international copyright treaties, as well as other intellectual property laws and treaties. The Application is Applicationis licensed, not sold.

Use of the Application is subject to the specific terms and conditions set forth below (the "License"), which Customer is required to accept and cause Users (meaning employees or equivalents of Customer) who, if any, may use the Application to accept and warrant compliance therewith.

The Customer is requested to carefully read the specific terms and conditions contained in this License as they govern the Customer's use of the Application. If Customer does not accept the License, Customer should refrain from using the Application in any way.

📜 1. Grant of License

Licensor grants Client a limited, non-sublicensable, personal, non-exclusive, revocable and non-transferable license of the Application for the sole purpose of accessing and using the Service for User's professional purposes only and subject to the terms of use set forth in the Terms and Conditions document. The rights of use granted under this License are granted and not sold or transferred to the User.

...

In the case of a Trial License, the Customer is responsible for the proper configuration of the Trial License in accordance with the terms and conditions set forth in this Agreement, the enabling of accounts and the protection of access passwords, keys, tokens or other credentials used in connection with the Trial License. Customer agrees to use reasonable efforts to prevent unauthorized access to or use of the Trial License and to promptly notify XCALLY Xcally if it believes that (a) any of Customer's credentials have been lost, stolen, or made available to an unauthorized third party or (b) an unauthorized third party has gained access to the Trial License or the Customer Data.

Customer is solely responsible for: (a) Customer's environment, including as necessary to enable access to and use of the Trial License by Authorized Users; (b) the Account data, data and credentials (including activities conducted with Customer's credentials and any other data entered therein). It isclarified that XCALLY Xcally does not carry out any processing of the data produced and uploaded by the Client, either directly or indirectly, as it does not have any access to what will be uploaded in the Trial License. Consequently, any responsibility ofXCALLY ofXcally for the processing of data is excluded . Given the nature and function of the Trial License, the Client is not advised to upload personal and/or sensitive data, of which in any case the Client assumes all responsibility for any consequent use and/or violation and for any related damage, patrimonial or non-patrimonial, direct or indirect, suffered even by third parties.

©️ 2. Copyright

All titles and components, including but not limited to copyright, relating to the Application and its copies are the property of XCALLY ofXcally or its suppliers. All title and intellectual property rights relating to content that may be accessed through use of the Application are the property of the respective content owner and may be protected by copyright or other intellectual property laws and treaties. This EULA document does not grant any rights to the use of such content. All rights not expressly granted are reserved by XCALLYXcally.. Any additional software code provided to Customer as part of the Support Services will be considered part of the ofthe Application . Software licensesrelating tothe Application and any of its components/features, may not be transferred under any circumstances to any other entity, user, computer, or server, without the prior written permission of Licensor.

🚫 3. Customer's Obligations and Prohibitions - Confidentiality

...

Client agrees to keep secret and not disclose said information and content to third parties, without the prior written consentof consent of Licensor.

Information provided by Client to Licensor of any kind such as feedback, data, answers, questions, comments, suggestions, projects, ideas, or thelike will be considered non-confidential, and Licensor assumes no obligation to protect such information from disclosure. Licensor shall be free to reproduce, use, disclose, and distribute such information to others without limitation, attribution, or compensation of any kind, and shall have no liability for alleged infringement or misappropriation of such information.

✅ 4. Reservation of Rights and Copyright

...

All title, including but not limited to copyright, relating to the Application and its copies is owned by Licensor or its suppliers. All title and intellectual property rights and content that may be accessed through use of the Application are the property of the respective content owner and may be protected by copyright or other laws and treaties. All rights not expressly granted are reserved by Licensor.

🛡️ 5. Liability

5.1 Licensor's Responsibility

...

5.2 Limitation of Liability

In no other event shall XCALLY Xcally be liable for any damages (including, without limitation, loss of profits, business interruption, or loss of information) arising out of users' use or inability to use the Application, even if XCALLY Xcally has been advised of the possibility of such damages. In no event will XCALLY Xcally be liable for loss of data or for indirect, special, incidental, consequential (including lost profits) or other damages based on contract, tort, or otherwise . XCALLY Xcally will not be liable for the content of the Application or any part thereof, including, but not limited to, errors or omissions therein, defamation, infringement of publicity rights, any instance of data privacy violations due to inappropriate use of the software, trademark rights, business interruption, personal injury, moral rights, or disclosure of confidential information .XCALLY Xcally will not be responsible for integrating, linking or using the Application with other software or hardware products . Under no circumstances will XCALLY Xcally be liable for any claims or damages due to any type of interaction made with the software or any type of module related to the Application.

...

Licensor expressly disclaims any warranty for the Application. The Application is provided "as is" without any express or implied warranty of any kind, including but not limited to any warranty of merchantability, non-infringement, or fitness for a particular purpose. Licensor does not warrant or assume responsibility for the accuracy or completeness of the information, text, graphics, links, or other items contained in the Application. Licensor makes no warranty with respect to any damage that may be caused by the transmission of computer viruses, worms, or other such computer programs. Licensor also expressly disclaims any warranty or liability for statements made by Customers, Authorized Users or third parties.

📑 6. Customer's Liability

The Client assumes, all liability for direct and indirect damages, including to third parties, that may result to Licensor or its principals from the Client's or User's illegal use of the Application.

All burdens and risks related to any damages caused in the execution of the activities covered by the License shall be borne by the Customer. Therefore, the Customer expressly undertakes to indemnify and hold harmless the Licensor from any prejudice, damage, loss, liability, cost, burden or expense, including any legal fees and in relation to any claim and/or demand and/or action (whether of a compensatory nature and/or by way of indemnity), which has been and/or may be made against the Licensor in any forum, by anyone, for any fact or act attributable to the Customer in relation to the exercise of the License.

⏲️ 7. Duration - Term of the License - Termination

...

For further contractual profiles, please refer to the T&Cs signed upon activation of the Service.

8. Data Protection and GDPR Compliance

Where applicable, XCALLY Xcally S.r.l. agrees to process personal data relating to Customer's end users in accordance with applicable data protection laws and regulations and the following: (a) with respect to personal data provided in connection with sales and marketing activities or use of XCALLY Xcally 's website , including chat support service, XCALLYXcally's Privacy Policy at the address on the website (b) with respect to personal data of European Union residents processed in connection with the Services, the Data Processing Agreement (see DPA signed by the Parties). Customer agrees to provide all notices and obtain all consents necessary for XCALLY Xcally S.r.l. to access and process personal and other data as specified in this Agreement.

🔚 9. Express Termination Clause

...

Licensor may terminate this EULA if EULAif Customer fails to comply with the terms and conditions of this EULA.

🤝 10. Assignment

Customer acknowledges that neither this License nor any of its rights and/or obligations set forth herein may be assigned to any third party without the prior written consentof Licensor.

11. Variations

The Licensor reserves the right to vary these License conditions at any time, prohibiting the exercise of the powers attached to it until the new conditions have been accepted by the Customer .The Licensor undertakes to give notice to the Customer of such changes with an indication of the effective date of the changes. Such date shall be at least 30 days after the date of Licensor's noticesnotice.

If the Client does not consider to accept the communicated changes it will have the right to terminate this License by written notice, sentto Licensor under the conditions set forth in the accepted terms and conditions.

🛑 12. Suspension of Access to the Application

The Licensor may temporarily suspend access to the Application, for reasons including those of a technical nature, or for reasons of force majeure or supervening impossibility, even partial, giving notice to the Customer where possible.

⛈️ 13. Force Majeure

XCALLY shall not be liable for failure or delay in the performance of any of its obligations hereunder if such delay or failure is caused by circumstances beyond its control. The End User will be required to accept any delayed shipment or delivery within a reasonable time.

📚 14. Applicable Law and Jurisdiction

...

THIS CONTRACT SHALL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL ON THE SALE OF GOODS OR THE PROVISIONS OF ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE, THE APPLICATION OF WHICH IS EXPRESSLY EXCLUDED

The End User

Signature

Pursuant to and in accordance with Articles 1341 and 1342 of the Civil Code, the End User hereby declares that he/she knows and expressly accepts the following clauses 1,3,5,6,8,9,10,11,13 and 14.

The End User

Signature