Kalliope Omnia Software License Agreement 

These Software License Terms constitute the agreement (hereinafter, the “License”) between Kalliope (hereinafter also referred to as the “Licensor”) and the user who installs or uses the software (hereinafter, the “User”) and govern the terms and conditions for the use of the software application (hereinafter, the “Application”), which represents a technical component of the Unified Communication platform (“UC Platform”) provided by Kalliope through a Partner (hereinafter, the “Partner”) as part of the Unified Communication service (“UC Service”) offered and sold by the Partner to the Client. 

This License also includes any updates, enhancements, and subsequent versions of the Application provided by Kalliope, unless such versions are governed by specific terms, which shall prevail over this License. 

By installing, accessing, or using the Application, the User fully accepts this License. 
 

1. LICENSE GRANT 

The Application allows the User to access the technical functionalities of the UC Platform made available by Kalliope through the Partner providing the UC Service to the Client with whom the User collaborates. 

Such functionalities include cloud-based PBX services and collaboration tools (chat, desktop sharing) available through web, desktop, or mobile applications. 

The UC Platform is developed internally by Kalliope and hosted in data centers located in Italy, ensuring security, continuity, and continuous updates. 

Under this License, Kalliope grants the User a personal, limited, non-exclusive, non-transferable, and non-sublicensable right to use the Application solely for accessing and using the technical functionalities of the UC Service activated by the Client through the Partner. This right may not be exercised for purposes other than those related to the UC Service. 

The User undertakes to use the Application in compliance with this License and not to allow unauthorized third parties to use it. 

Any attempt to assign, distribute, modify, or make the Application available to third parties, in whole or in part, is strictly prohibited. 

2. TERM 

This License shall remain valid for the entire duration of the UC Service agreement between the Client and the Partner and shall automatically terminate upon deactivation, expiration, or termination of such agreement, without prior notice. 

Access to the Application may be revoked, suspended, or restricted at any time by the Client or by Kalliope, without liability, in the event of revocation of authorization, breach of this License, or misuse of the Application.  

3. FEES 

The use of the Application by the User is free of charge, as access is provided within the scope of the UC Service activated by the Client through the Partner. 

Any fees relating to the UC Service are governed exclusively by the agreement between the Client and the Partner and are outside the scope of this License. 

4. ACCESS TO THE SERVICE 

Access to the Application is granted through Omnia Manager area credentials, which are managed independently by the Client, directly or through authorized parties, including via the Partner. 

Upon initial activation of the UC Service, Kalliope provides the Client with initial access credentials. Thereafter, user management, authorizations, and credentials remain the sole responsibility of the Client. 

The User shall safeguard their credentials with due care and shall not disclose them to unauthorized persons. The use of other users’ credentials or granting access to third parties is prohibited. 

The User is responsible for all activities carried out through their account, insofar as attributable to them. Credential management remains the responsibility of the Client. 
 

5. UPDATES 

Kalliope may provide updates, new versions, or security patches. 

The User agrees to install such updates promptly, acknowledging that outdated versions may limit or prevent access to UC Service functionalities. 

Unless otherwise specified, new versions shall be governed by this License. 
 

6. INTELLECTUAL PROPERTY RIGHTS 

Subject to Article 7, Kalliope retains exclusive ownership of all intellectual and industrial property rights related to the Application, including source code, software architecture, technical documentation, and trademarks. 

This License does not transfer any such rights. 

All intellectual and industrial property rights relating to the Application, including any modified, updated, enhanced, or derivative versions thereof, shall remain the exclusive property of Kalliope. 

The User shall not copy, modify, translate, lease, sublicense, create derivative works, reverse engineer, decompile, disassemble, or attempt to derive the source code or internal logic of the Application. 

The removal or alteration of trademarks or distinctive signs is prohibited. 
 

7. THIRD-PARTY SOFTWARE 

The Application and/or UC Platform may include third-party software components, including open-source software. 

Such components are governed by their respective licenses, which prevail where applicable. 

Third-party notices are made available through the Application or related documentation. 
 

8. TECHNICAL SUPPORT AND MAINTENANCE 

Kalliope ensures corrective and evolutionary maintenance of the UC Platform and Application. 

Technical support for Users is provided exclusively by the Partner under the relevant Client-Partner agreement. 

Kalliope does not provide direct user support, except as necessary to ensure platform security and availability. 

Maintenance may be performed without prior notice when required for technical or security reasons. 
 

9. PERSONAL DATA PROTECTION 

Pursuant to and in accordance with Articles 13 and 14 of Regulation (EU) 2016/679 (“GDPR”), Kalliope processes personal data as Data Controller for its own purposes related to the technical management, security, and administration of the Application, as described in the privacy notice published on its website. 

With regard to personal data processed through the Application in connection with the provision of the UC Service to the Client, the Client acts as Data Controller, including where the Application is used by its employees, collaborators, or agents, and Kalliope acts as Data Processor pursuant to Article 28 of the GDPR. For this purpose, the Client appoints Kalliope as Data Processor of the data provided to it for the performance of the services rendered. The appointment document specifies the purposes pursued, the types of data, the duration of the processing, the obligations of the Data Processor, and the methods of processing, as well as the directives and obligations regarding data protection. 

10. USER OBLIGATIONS 

The User agrees to: 

1. comply with this License; 

2. use the Application in accordance with technical instructions; 

3. access the Application only through their personal credentials and not allow any unauthorized third party to access or use the Application; 

4. safeguard credentials and accept responsibility for their use; 

5. use the Application solely for UC Service purposes; 

6. refrain from unlawful, offensive, or improper use; 

7. avoid interfering with system security; 

8. indemnify Kalliope against any liability arising from misuse. 
    

11. SUSPENSION AND LIMITATION OF SERVICE 

Kalliope may suspend, restrict, or terminate the User’s access to the Application, with immediate effect and without prior notice, in the event of improper, unlawful, or non-compliant use of the Application or breach of this License. 

The Application and the technical platform through which the UC Service is provided may be subject to ordinary or extraordinary maintenance, updates, modifications, or technical activities necessary for proper operation. 

Such activities may result in temporary suspension, limitation, or interruption of access to the Application. 

Kalliope may carry out such activities without prior notice where required for technical, security, operational continuity, or preventive purposes. 

Kalliope shall not be liable for any disruption, delay, interruption, or inability to use the Application arising from such activities, force majeure, internet network failures, device malfunctions, or other factors beyond its reasonable control. 

The User may be required to install updated versions of the Application or accept revised terms in order to continue using the Application.  

12. MODIFICATIONS TO THE APPLICATION AND THE SERVICE 

Kalliope may modify, update, enhance, or improve the Application and the related technical platform at any time and at its sole discretion. 

Such modifications may include changes to functionalities, interfaces, technical components, or access methods. 

The User acknowledges that such modifications may be necessary for technical, security, performance, or operational continuity reasons. 

No compensation, refund, or indemnity shall be due to the User in connection with such modifications. 

Any modified or updated version of the Application shall be subject to this License, unless otherwise stated by Kalliope. 

13. DISCLAIMER OF WARRANTIES 

The Application is provided on an “as is” and “as available” basis. 

To the fullest extent permitted by applicable law, Kalliope makes no representations or warranties, express or implied, including, without limitation, warranties regarding: 

• quality, accuracy, completeness, or reliability; 

• fitness for a particular purpose; 

• uninterrupted, error-free, or secure operation; 

• achievement of specific results. 

The User acknowledges that the performance and availability of the Application may depend on external factors, including internet connectivity, devices, third-party networks, and environmental conditions. 
While Kalliope adopts appropriate technical and organizational security measures, it shall not be liable for unauthorized access, data loss, alterations, cyberattacks, or misuse by the User or third parties. 

14. LIMITATION OF LIABILITY 

To the maximum extent permitted by applicable law, Kalliope shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including, without limitation, loss of profits, loss of data, business interruption, reputational damage, or recovery costs, arising out of or in connection with the use of or inability to use the Application. 

The User acknowledges that use of the Application is at their own risk. 

In any event, Kalliope’s total aggregate liability towards the User, for any cause whatsoever, shall be limited to the amount, if any, paid by the User for the use of the Application. 

No further compensation, indemnity, or damages shall be due. 

15. TERMINATION 

This License shall automatically terminate pursuant to Article 1456 of the Italian Civil Code in the event of a material breach by the Partner of Articles 3 and 6. 

In such case, Kalliope may immediately deactivate access to the Application and require the User to cease all use and permanently delete any copies installed on their devices. 

Termination shall be without prejudice to Kalliope’s right to claim damages. 

16. ENTIRE AGREEMENT AND AMENDMENTS 

This License constitutes the entire agreement between Kalliope and the User with respect to the use of the Application and supersedes any prior agreements, communications, or understandings. 

Any amendment, modification, or update to this License shall be effective only if published by Kalliope or made available through the Application. 

Continued use of the Application following such publication shall constitute acceptance of the updated terms. 

17. FINAL PROVISIONS – GOVERNING LAW AND JURISDICTION 

If any provision of this License is held to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect. 

The invalid provision shall be replaced by a valid provision reflecting, as closely as possible, the original intent. 

This License shall be governed by and construed in accordance with Italian law. 

Any dispute arising out of or in connection with this License shall be subject to the exclusive jurisdiction of the Court of Pisa (Italy).