Xautomation Terms of license
Xautomation | Terms of license
Last update: July 30, 2021
Program: Xautomation perpetual license
1. Terms of license, update, and technical support.
1.1 These general terms and conditions (“Terms of license”) regulate the purchase by the client (“Client”) of an user license about a software (“Software”) and related update and technical support services supplied by Xdevel s.r.l. (“Xdevel”).
1.2 In case of purchase of more than one software according to article 3 below, the Terms of license (and the above-mentioned definition of “Software”) shall have to be referred to the license of each of such softwares.
1.3 Xdevel reserves the right to modify at any time the Terms of license and to publish its new version on the website www.xdevel.com/legal. The new version shall be effective from the date of its publication.
1.4 The last change of the Terms of license refers to the date above-mentioned.
1.5 The Client is required to regularly check the sections of the website www.xdevel.com where are described the Software specifications, the technical documentation of the Software and the features of the technical support.
Part 1 – User software license
2. Description of the license.
2.1 The software license allows the Client to use the Software through access to a copy of the latter in object code and to the related technical documentation available on the website www.xdevel.com.
2.2 The Client is granted with a perpetual license not exclusive and not transferable to use the Software. Anyhow, such license does not involve in any manner the transfer to the Client of the ownership of the Software. So, Xdevel retains the exclusive ownership and title of the Software, as well as all the related industrial and intellectual property rights. Except as expressly provided herein, the Client does not acquire any rights on the Software.
3. Purchase of the license. Acceptance of the terms of license.
3.1 The Client purchases the license according to the specific purchase procedures and the instructions provided by Xdevel. Such procedures usually provide the purchase of the Software license through an online order or, at the discretion of Xdevel, through a specific estimate to the Client.
3.2 The price of the license, the terms of payment and the billing terms will be inserted in the documentation related to the purchase of the Software (online order or estimate). The specifications of the Software, if not indicated in the purchase documentation, can be verified in advance by the Client on the website www.xdevel.com.
3.3 During the purchase procedure and/or the installing of the Software (setup) the Client is requested to accept the Terms of license. Anyhow, the Client declares to have read and fully accepted the Terms of license. As necessary, the Client expressly recognizes that the sending of the order, the acceptance of the estimate, the payment of the license fee or the installation of the Software entail the full acceptance of the Terms of license by the Client.
3.4 The online purchase procedure or the estimate, all the related contents and the installing of the Software constitute an essential and integral part of the Terms of license, as well as the sections of the website www.xdevel.com, where are described the specifications of the Software, the technical documentation and the features of the technical support.
3.5 The license is effective from the date of purchase referred to in paragraph 3.2.
4. Technical requirements.
4.1 The Client acknowledges and accepts that the installing of the Software must be carried out on computers with the minimum system requirements recommended by Xdevel, as specified in its purchase procedure and/or in the technical documentation of the Software.
5. Installing of the software.
5.1 The Software will be supplied to the Client through the sending of its setup files at the email address filled in by the Client during the purchase procedure of the license, together with the serial codes or the login credentials to install and/or to start and use the Software.
5.2 The Client undertakes the obligation to keep the setup files of the Software, the serial codes or the login credentials with the utmost care and diligence, so as to prevent third parties from access to them.
6. Designated system.
6.1 The Software must be used by the Client only on the designated system/s specified in the purchase procedure. To this purpose it is herein intended as “designated system” the hardware and the operating system of a working station of the Client.
6.2 It is not allowed the use of the Software on working stations other than those indicated in paragraph 6.1. If the Client is interested in using the Software on other working stations must ask for additional licenses to Xdevel.
6.3 The Client may disintall or deactivate the Software from one designated system to another as long as it’s within its organization.
7. Use of the software.
7.1 The license allows the Client to use the Software for its internal use only.
7.2 The Software must be used by the Client according to the Terms of license and the related technical documentation to which the Client must be compliant to.
7.3 It is allowed to make a copy of the Software for filing or backup purposes. In this case, the copy of the Software must contain and display all marks, logos and distinctive features of the Software, as well as all the references to the ownership of Xdevel, the industrial and intellectual property rights and the confidentiality, as inserted in the original of the Software.
8. Activities not allowed.
8.1 The Client can not use the Software and the technical documentation in a way different from those specified in the Terms of license.
8.2 The license does not allow the dissemination of the Software to third parties in respect to the Client and also does not allow:
- to copy the Software for purposes other than making a copy of the Software for filing or backup purposes, or to copy the technical documentation of the Software;
- to sublicense, lease, rent, or give in any manner to third parties the Software, upon payment or free of charge, also temporarily or partially;
- to transfer to third parties, to distribute or to resell the Software or copies of the Software, or to share the same with third parties;
- to make available the Software to third parties in any manner, upon payment or free of charge, in its interest or in the interest of third parties;
- to disclose to third parties the serial codes or the login credentials to install and/or to start and use the Software;
- to make products based on or deriving from the Software or parts of the same, as well as to realize utilities based on the Software or any part contained in the same.
8.3 It is not allowed to modify, adapt, process, decode, decompile, disassemble, convert or translate the Software. It is not permitted to make any activity which may cause changes, also temporarily or partially, of the Software, as well as to make any study or analysis finalized to identify the source code of the Software, or even the incorporation of the Software into other programs.
9.1 Any tutorial made available by Xdevel has the sole purpose of supporting the Client in the use of the Software, but do not entail additional obbligations or guarantees for Xdevel other than those contained in the Terms of licence.
10. Guarantees relating to the software.
10.1 Xdevel allows the Client to use the Software according to and limited to the provisions contained in the Terms of license.
10.2 Xdevel does not guarantee the performance and the results that the Client may obtain by using the Software, the absence of violations of third party rights on the Software or the absence of any conflict with and malfunction of the hardware and software equipment of the Client.
10.3 Furthermore, Xdevel does not warrant that the Software shall be free from errors or malfunctions, that the operation of the Software shall be uninterrupted or error free, or that the Software shall be suitable for the specific needs and purposes of the Client.
10.4 Xdevel only warrants that the Software will perform the operations indicated in the relevant technical documentation. The above-mentioned warranty is valid for the term of twelve months starting from the date of purchase of the license. Anyhow, for the same term and within the limits above-mentioned the Client shall have at its disposal the technical support service referred to in article 14 for the assistance in case of errors or malfunctions of the Software.
10.5 By way of example and not limited to, the Client expressly acknowledges that it is not included in the above-mentioned warranty any matter reported by the Client that is caused by: use of the Software for purposes other than those for which it was created; incorrect use of the Software by the Client; changes made to the Software by the Client or by unauthorized third parties; addition to the Software of unauthorized features; performing of unauthorized maintenance on the Software; improper running of the hardware and software equipment used by the Client; conflicts among the Software and the hardware and software of the Client; errors, malfunctions or other reasons due to the Client or its personnel or its delegated of any kind, or falling within its sphere of control, or due to unforeseeable circumstances or force majeure (for example, loss in voltage, suspension or black-out of power, telematics services, telecommunication services or informatics services, access to the Software by third parties, availability by third parties of the serial codes or the login credentials to install and/or to start and use the Software).
Part 2 – Update and technical support services
11. Services included in the license. Activation of paid services.
11.1 For the period of twelve months from the date of purchase of the license, the updating services referred to in article 13 and the basic technical support services referred to in article 14 are included in the license. Those services will cease upon expiry of the aforementioned term.
11.2 Upon expiration of the twelve-months period referred to in paragraph 11.1, the Client may request Xdevel to activate, upon payment, the aforementioned update and basic technical support services, which are offered as a single service. The Client may also request, at any time, the activation of the advanced technical support service referred to in article 15, by signing the relevant order in the manner required from time to time by Xdevel. The type, duration and cost of the services requested by the Client, the payment and the billing terms will be reported in the service purchase documentation (online order or estimate). The features of the services, if not indicated in the aforementioned purchase documentation, will in any case be previously available for consultation by the Client on the website www.xdevel.com.
11.3 It is understood that the Client, even during the aforementioned twelve-months period, may always request the activation, upon payment, of the advanced technical support service referred to in article 15, in accordance with the provisions set forth herein.
11.4 The Client acknowledges and expressly accepts that these services, if requested by the Client pursuant to the above, shall be governed to all purposes by the Terms of licence, as viewed and accepted by the Client pursuant to paragraph 3.3.
11.5 In this respect, the purchase procedure, the online order or the estimate of the services, as well as all the related contents, constitute an essential and integral part of the Terms of license.
11.6 It is expressly specified that the update and the basic technical support services and the advanced technical support service regulated herein are not provided for the demo versions of the Software referred to in article 23 in relation to which Xdevel therefore does not provide the Client with any update or technical support.
12. Renewal of the services.
12.1 Upon expiration, the services requested by the Client pursuant to paragraph 11.2 and / or paragraph 11.3 shall be automatically renewed for the same initial period and so at each subsequent expiration in the absence of termination by the Client, which must be received by Xdevel at least thirty days before the expiration date of the services and which must be sent by the Client by email to email@example.com.
12.2 The renewal of the services is however expressly subject to the payment by the Client, before each expiration date, of the cost of the services due to Xdevel for the subsequent period of duration of the services themselves.
12.3 In case of renewal of the services, the Client expressly acknowledges and accepts from now on that both the cost of the services that shall be applied and the features of the services shall be those in force on the date of the renewal of the services themselves.
12.4 In the event of cancellation of the services or non-payment of the cost of the services for the subsequent period of duration according to the provisions of paragraph 12.2, the services will cease on the expiry date of the previous period of duration and can no longer be used by the Client.
13. Features of the update service.
13.1 This service provides the Client with the updates relating to the Software that may be released by Xdevel.
13.2 The updates to the Software, namely each new release or patch of the Software released by Xdevel, may from time to time concern both the addition to the Software of new features made available by Xdevel, and the correction of any errors or malfunctions of the Software detected by Xdevel.
13.3 With reference to each update, Xdevel will make available to the Client, free of charge, a new version of the Software (in case of new releases) or only the part of the Software modified (in case of simple patches).
13.4 The Client expressly acknowledges that the updates may also include changes (functional, technical or technological) of the Software and that, consequently, the current configuration of the Software or its current functions may vary from time to time. Xdevel, therefore, does not warrant that the new versions of the Software will include functions identical to the previous ones, which may also be eliminated.
13.5 The Client therefore accepts from now on that in any new version of the Software, Xdevel may introduce changes with respect to the previous version of the Software. This is because Xdevel continuously updates its software based on planned development activities, or because of technological developments, or even to correct any errors or malfunctions that have been reported to Xdevel or otherwise rose in the use of the Software.
14. Features of the basic technical support service.
14.1 This service provides the Client with the technical support for the use of the Software installed on the designated systems. Through this service indications and assistance will be provided to the Client in the event of errors or malfunctions of the Software, as better specified below.
14.2 The features of the basic technical support service are described in the appropriate support section of the website www.xdevel.com. The service is provided by Xdevel via e-mail (by sending an email to firstname.lastname@example.org or by connecting to helpdesk.xdevel.com using the credentials provided) or via remote desktop (with connection via remote desktop by an Xdevel operator).
14.3 The Client is required to send to Xdevel a support application (“Support application“) for each matter detected, at the same time taking appropriate actions to prevent or reduce any possible detrimental consequences that may arise from this matter.
14.4 In the Support application the Client must also provide Xdevel with all the information and documentation necessary to Xdevel to analyze and ascertain the causes of the matter reported by the Client.
14.5 Before any Support application according to the provisions herein, the Client is required to carefully make certain to have secured its data and / or archives.
14.6 The Client must also consider that slowdowns or periods of downtime of its hardware and software equipment (and therefore of its activities depending on such equipment) are always possible for the time needed by Xdevel to carry out its duties.
14.7 Any request for support relating to a matter which is not included in the service regulated herein may be agreed between the parties from time to time, together with costs, ways, and terms of the relevant support.
14.8 Xdevel will confirm to the Client the receipt of its Support applications, will analyze the matter to verify its actual existence and attributability to the support service regulated herein and will provide the Client with the indications and assistance deemed adequate to solve the matter reported.
14.9 For the sake of clarification, it is agreed that Xdevel does not assume any obligation towards the Client regarding the response time to the matters reported, which will be solved by Xdevel as soon as possible, considering the complexity of the matter. To this regard, the Client acknowledges that Xdevel reserves the right to evaluate whether to solve any “bugs” of the Software, since such activities, under certain circumstances, could compromise the overall operation of the Software or its single functions. If does not deem it appropriate to solve a “bug”, Xdevel will do its utmost to identify an alternative solution that best meets the needs reported by the Client. In any case, the Client’s right to ask Xdevel to implement or customize the Software is excluded.
14.10 Without prejudice to the above, the Client expressly acknowledges that Xdevel shall not be responsible for any matter reported by the Client which is caused by: use of the Software for purposes other than those for which it was created; incorrect use of the Software by the Client; changes made to the Software by the Client or by unauthorized third parties; addition to the Software of unauthorized features; performing of unauthorized maintenance on the Software; incorrect running of the hardware and software equipment used by the Client; conflicts between the Software and the hardware and software of the Client; errors, malfunctions or other reasons attributable to the Client or its personnel or its delegated of any kind, or falling within its sphere of control, or due to unforeseeable circumstances or force majeure (for example, loss in voltage, suspension or black-out of power, telematics services, telecommunication services or informatics services).
15. Features of the advanced technical support service.
15.1 The advanced technical support service, in addition to the features included in the basic technical support referred to in article 14, includes additional features and ways of implementation which are better described in the appropriate support section of the website www.xdevel.com.
15.2 Especially, it should be noted that the advanced technical support service is divided into different types, among which the Client can choose, which include contents and provide for gradually increasing fees compared to those included and provided for in the basic technical support, which constitutes the first level of technical support provided by Xdevel.
15.3 It is also specified, and the Client expressly acknowledges that the name, contents, and fees of each type of advanced technical support service provided by Xdevel may vary from time to time depending on any redefinitions of the technical or commercial assistance policies of Xdevel.
15.4 With regard to Support applications falling within the advanced technical support service, the provisions envisaged for the basic technical support referred to in paragraphs from 14.3 to 14.10 included, to which reference must be made for all purposes, apply in full.
Part 3 – Common provisions
16. Additional guarantees and commitments.
16.1 The Client acknowledges, recognizes, and accepts that it is excluded the release by Xdevel of any guarantee or the assumption by Xdevel of any commitment which is not expressly provided to the charge of Xdevel by the Terms of license.
17. Limitation of liability.
17.1 The Client acknowledges, recognizes and accepts that Xdevel will only be liable for damages attributable to it, which are a direct consequence of its proven non-fulfillment of the obligations assumed under the Terms of license, within the limits and up to the cost of the license, and with the exclusion of any further direct, indirect, mediated, related or future damage, as well as those specifically deriving from the total or partial loss of data and / or archives, from the total or partial loss of profits, from the slowdown, suspension or interruption of the Client’s activity, except in cases of willful misconduct or gross negligence pursuant to article 1229 of the Italian civil code.
18.1 Xdevel shall have the right to terminate the license, pursuant to and for the purposes of article 1456 of the Italian civil code, in the event of non-payment by the Client of the cost of the license referred to in paragraph 3.2, or the cost of the services referred to in paragraph 11.2, or the cost of its renewal referred to in paragraph 12.2, or again in the event of non-fulfillment by the Client of the provisions provided to the charge of the Client respectively by the following articles: 6 (Designated system), 7 (Use of the software) and 8 (Activities not allowed). In the above-mentioned cases, the license shall be intended as terminated by law upon its express declaration by Xdevel.
19. Expiration of the license.
19.1 In case of license expiration or termination, the Client must immediately cease using the Software, its technical documentation, and the copy of the Software for filing or backup purposes. As a result of the license expiration or termination it is being understood that the access to the Software by the Client shall in any case be disabled by Xdevel.
19.2 Insofar as it may be necessary, it is specified that the expiration or termination of the license also automatically involves the termination of the update and technical support services (basic and / or advanced) that may be in progress at the time of expiration or termination of the license, without any charge for Xdevel.
20. Software property.
20.1 “Xautomation” is a trademark fully owned by Xdevel. The Software, as well as any program included in it, are the exclusive property and ownership of Xdevel, which holds all the related intellectual and industrial property rights. Upon purchase of the license, the Client obtains access to its functions exclusively for the use of the Software. As a result of the license, the Client does not acquire any right on the Software or its components, but only the right of using the Software according to the Terms of license.
21.1 Unless otherwise provided in the Terms of license, the Client must send to Xdevel any relevant notice exclusively to the following address: Xdevel s.r.l., Via Sparagonà 1, Santa Teresa di Riva (ME), Italy. Any notice to the Client shall be fully valid and effective if made by Xdevel at the addresses indicated in the purchase procedure or subsequently duly communicated by the Client. At these addresses, the Client elects its domicile for any purpose provided herein, including any notice of legal proceedings. Xdevel, at its discretion, may also use the e-mail addresses (also certified) and / or fax numbers provided by the Client for sending to the Client notices pursuant to the provisions herein regulated.
22. Applicable law. Disputes.
22.1 The Terms of license are governed by the laws of the Republic of Italy. For any dispute relating to the provisions herein regulated, and to the license purchased by the Client, the Courts of Messina (Italy) will have the exclusive jurisdiction.
23. Demo versions of the software.
23.1 Xdevel may authorize the use of demo versions of the Software. The demo version of the Software is intended to allow the Client, in view of a possible purchase, to test its operation in a test environment and therefore not during its business activities, simulating real situations of possible use of the Software by the Client.
23.2 If a Client is authorized by Xdevel to use a demo version of the Software, its license will last for no more than thirty days and will be governed by the Terms of license with the express exclusion of paragraph 2.2 (where it is stated that the license is perpetual), paragraph 6.3 (change of designated system), paragraph 7.3 (copy of the Software for filing or backup purposes), article 10 (Guarantees relating to the software), as well as the entire Part 2.
23.3 Due to the purposes of the demo version of the Software, the Client especially acknowledges and expressly accepts that the release in its favor of guarantees of any kind by Xdevel is excluded and that neither update service nor technical support (basic or advanced) service, as regulated in Part 2, are provided for the demo versions of the Software.
23.4 It is also expressly forbidden for the Client to disclose the results of the evaluations carried out on the Software to third parties in any way, without the prior written consent of Xdevel.
23.5 Upon expiration of the term referred to in paragraph 23.2, the Client’s right to use the demo version of the Software will cease to all effects. If the Client, after using the demo version of the Software, decides to purchase a license of the Software, the Terms of license regulated herein will be applied in full and without exceptions, as already accepted by the Client at the time of the installation of the demo version of the Software.
Art. 24. Processing of data.
24.1 As to the processing of personal data relating to computer programs and / or services provided by Xdevel in accordance with the Terms of license, the Client is invited to consult the privacy notice attached hereto.
The protection of personal data and the method of their processing are mainly governed by Regulation (EU) 2016/679 and by the Italian legislation applicable to the matter.
The above-mentioned legislation requires the data controller to provide specific information to the data subject about the personal data being processed, as well as the information necessary to ensure that the processing of these data is fully correct.
If the client is a legal entity, the processing of the data referable to the same is excluded from the scope of the privacy legislation, which applies exclusively to data of individuals. Nevertheless, carrying out business relations with legal entities it is possible to reasonably become aware of data belonging to individuals, which to any purposes act within and in the name of such entities. Therefore, where the client is a legal entity, this notice is intended to make it aware of the above-mentioned provisions and to ensure that it will inform its internal or external personnel from time to time involved in the processing of personal data so that they are aware of this notice. The above-mentioned provisions do not prejudice further fulfillments due under the applicable legislation in the event it is necessary to process data of individuals who to any purposes act within and in the name of the client with the data controller.
According to the above-mentioned legislation, the following information are therefore provided.
1. Type of data.
The data controller may process, depending on the case, the following data referred to the client and / or its staff (shareholders, administrators, personnel or consultants) who interact with the data controller for the purpose of carrying out their business relations: (A) personal data (name, surname, date of birth, address, etc.); (B) contact details (email, telephone, etc.); (C) tax data (tax code, etc.); (D) computer data relating to the use of the program by the client, such as time of use, functions used, etc.
2. Purpose and legal basis of the processing. Kind of release of data.
The data referred to in letters (A), (B) and (C) of point 1 will be processed by the data controller for the following purposes:
Fulfillment of the supplying or services requested by the client – The data will be used by the data controller to provide the client with the requested programs and / or the update and technical support services. The legal basis of the processing is the fulfillment of an agreement executed by the client. The release of data for this purpose is compulsory and failure to provide such data may render impossible, in whole or in part, to carry out the tasks requested to the data controller.
Maintaining the business relationship with the client – The data may also be used by the data controller to send notices, newsletters, invitations to events and so on. The legal basis of the processing is represented by the legitimate interest of the data controller in maintaining a business relationship with its clients. The release of data for this purpose is free and the interested party will always have the right to request that its data are not processed for this purpose.
The data referred to in letter (D) of point 1 will be processed by the data controller only for the following purposes:
Quality control, research, and development activities – Upon the prior consent of the client expressed in the proper section included in the program, the data may be collected by the data controller exclusively to improve the quality, reliability, and level of performance of the programs marketed, as well as for research and development activities. The legal basis is represented by the consent of the interested party. The release of data for this purpose is free and the interested party will always have the right to withdraw its consent to the processing of data for this purpose.
3. Methods of data processing.
The data collected will be processed mainly with electronic supports and, to a lesser extent, paper supports. The data processed with electronic supports will be stored at the IT structure of the data controller or by its external data storage service providers, as data processors, to be carried out within the European Union. The data processed on paper supports will be stored in the archives of the data controller. Neither automated decision-making process will be carried out, nor any kind of data profiling. The technical data referred to in letter (D) of point 1 will be collected in aggregate and anonymous way exclusively for the purposes described therein.
4. Data retention period.
The data collected will be kept for the time strictly necessary to achieve the purposes of the processing provided herein, unless a longer retention period is required or permitted by law, or the retention is necessary to furnish proof of the performance of these activities, or to protect any right connected to their use by the data controller.
5. Communication and dissemination of data.
Within the limits strictly necessary, the data may be known and used by the staff of the data controller and by the persons in charge of processing. Without prejudice to any legal obligations delegated to the data controller, no disclosure of data is envisaged and no transfer of data to third parties is envisaged.
6. Rights of the interested party.
At any time, the interested party may exercise the rights provided for by the applicable legislation on privacy towards the data controller. Especially, the interested party has the right to request access to its data and to receive a copy of its data being processed. It has the right to request the rectification or cancellation of its data (oblivion right) or the limitation of the processing of its data or to oppose to the processing of its data. It has the right to receive its data in a structured format, commonly used and readable by an automatic device (data portability). If the data processing envisaged here violates the provisions of the privacy legislation, the interested party may file a complaint with the Garante per la protezione dei dati personali (www.garanteprivacy.it). To the exercise of the above-mentioned rights, the interested party may instead send an email to the data controller at the following address: email@example.com.
7. Data controller.
The data controller is Xdevel s.r.l., with registered office in Via Sparagonà 1, 98028 Santa Teresa di Riva (ME), Italy. Tax code and Register of Companies n. 03578880837. Email firstname.lastname@example.org.