1. Agreement Definition
This End-User License Agreement (“EULA”) is a legal agreement between you and Kalliope s.r.l.
This Agreement applies to all software products marketed by Kalliope, including but not limited to: Kalliope Omnia, Kalliope Logos, Kalliope Nexus, and any other software product currently or in the future distributed by Kalliope (hereinafter referred to as “Kalliope Software” or simply “Software”).
This EULA agreement governs your acquisition and use of our Kalliope software (“Software”) directly from Kalliope s.r.l. or indirectly through a Kalliope s.r.l. authorized reseller or distributor (a “Reseller”).
In such case, this EULA shall continue to apply in its entirety. Ownership of the Software shall remain in all circumstances with Kalliope s.r.l., regardless of the name under which the Software is marketed.
Please read this EULA agreement carefully before completing the installation process and using the Kalliope software. It provides a license to use the Kalliope software and contains warranty information and liability disclaimers.
If you register for a free trial of the Kalliope software, this EULA agreement will also govern that trial. By clicking “accept” or installing and/or using the Kalliope software, you are confirming your acceptance of the Software and agreeing to become bound by the terms of this EULA agreement.
If you are entering into this EULA agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority or if you do not agree with the terms and conditions of this EULA agreement, do not install or use the Software, and you must not accept this EULA agreement.
This EULA agreement shall apply only to the Software supplied by Kalliope s.r.l. herewith regardless of whether other software is referred to or described herein. The terms also apply to any Kalliope s.r.l. updates, supplements, Internet-based services, and support services for the Software, unless other terms accompany those items on delivery. If so, those terms apply.
2. License Grant
Kalliope s.r.l. hereby grants you a personal, non-transferable, non-exclusive licence to use the Kalliope software on your devices in accordance with the terms of this EULA agreement.
You are permitted to load the Kalliope software (for example a PC, laptop, mobile or tablet) under your control. You are responsible for ensuring your device meets the minimum requirements of the Kalliope software.
You are not permitted to:
- edit, alter, modify, adapt, translate or otherwise change the whole or any part of the Software nor permit the whole or any part of the Software to be combined with or become incorporated in any other software, nor decompile, disassemble or reverse engineer the Software or attempt to do any such things;
- reproduce, copy, distribute, resell or otherwise use the Software for any commercial purpose;
- allow any third party to use the Software on behalf of or for the benefit of any third party
- use the Software in any way which breaches any applicable local, national or international law;
- use the Software for any purpose that Kalliope s.r.l. considers is a breach of this EULA agreement;
Intellectual Property and Ownership
Kalliope s.r.l. shall at all times retain ownership of the Software as originally downloaded by you and all subsequent downloads of the Software by you. The Software (and the copyright, and other intellectual property rights of whatever nature in the Software, including any modifications made thereto) are and shall remain the property of Kalliope s.r.l.
Kalliope s.r.l. reserves the right to grant licences to use the Software to third parties.
3. Termination
This EULA agreement is effective from the date you first use the Software and shall continue until terminated. You may terminate it at any time upon written notice to Kalliope s.r.l.
It will also terminate immediately if you fail to comply with any term of this EULA agreement. Upon such termination, the licenses granted by this EULA agreement will immediately terminate and you agree to stop all access and use of the Software. The provisions that by their nature continue and survive will survive any termination of this EULA agreement.
4. Software Updates and Upgrades
Kalliope may at its own digression provide new software from time to time at no cost in order to correct known issues or to enhance the feature set of the Software (“Software Updates”).
Kalliope may as well at its own digression provide new software as “Software Upgrade”. Such Software Upgrades may not be free and have to be purchased separately. In this case, the Customer might have to enter a new license agreement with Kalliope. Customers may enter a separate agreement with Kalliope to get Software Upgrades at a predefined cost.
5. Transfer of License
You may not transfer this License to another party, except in the case (a) the transfer is explicitly approved by Kalliope in written form and (b) the party receiving the Kalliope license reads and agrees to accept the terms and conditions of this License.
6. Consent to Use of Data
You agree that Kalliope may collect and use technical and related information, including but not limited to technical information about your Kalliope software versions and connected peripherals, that is gathered periodically to facilitate the provisioning of software updates, product support and other services to you (if any) related to the Software. Kalliope agrees to keep all collected anonymized data private and use this information for non-commercial purposes only, solely with the intent of improving its products or to provide services or technologies to you.
7. Governing Law
This EULA agreement, and any dispute arising out of or in connection with this EULA agreement, shall be governed by and construed in accordance with the laws of Italy.
8. Disclaimer of Warranties
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND KALLIOPE AND KALLIOPE’s LICENSORS (COLLECTIVELY REFERRED TO AS “KALLIOPE” IN THIS AND THE FOLLOWING PARAGRAPH) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. KALLIOPE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. YOU FURTHER ACKNOWLEDGE THAT THE SOFTWARE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY KALLIOPE OR A KALLIOPE AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
9. Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL KALLIOPE BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF KALLIOPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL KALLIOPE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED WHAT THE TOTAL AMOUNT PAID BY THE CUSTOMER IN THE THIRTY (30) DAYS PRECEDING THE EVENT GIVING RISE TO THE DAMAGE. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
NOTWITHSTANDING THE FOREGOING, KALLIOPE BEARS NO LIABILITY FOR ANY DAMAGES RESULTING FROM USE (OR ATTEMPTED USE) OF EVALUATION SOFTWARE, ANY SOFTWARE MADE AVAILABLE FOR TESTING OR DEMONSTRATION PURPOSES OR ANY TEMPORARY SOFTWARE MODULES.