License to use free of charge Version 2019 License to Use
This document is strictly private, restricted and personal to its recipients and should not be copied or reproduced in whole or in part nor passed to any third party or unauthorized persons
1.1. In this License Agreement, unless the context otherwise requires or following provisions if marked with the capital letter, both to singular and plural uses, shall have the meanings given to them below:
Ø Almaviva Group: all the companies that directly or indirectly: (a) are controlled by Almaviva; (b) are subject to the mutual control with Almaviva; where “control” has the meaning provided by article 2359 of the Italian Civil Code.
Ø Customer: is the licensee of the Product;
Ø Data Protection Legislation: Legislative Decree n. 196/2003 and the General Data Protection Regulation (Regulation (EU) 2016/679), as amended and varied from time to time.
Ø Informatic System and Connectivity: the set of Customer’s devices, networks, systems, programs, applications, modules, interfaces and other computer hardware and software components or anyway in its availability, including all the electronic communications network services and of connectivity also provided by third parties of which the Customer legitimately disposes and to which it has access.
Ø License Agreement: this document including the related attachments.
Ø License to Use: the license to use the Product, under the terms and conditions set in this License Agreement.
Ø Licensor: Almaviva, The Italian Innovation Company S.p.A. with registered office in Rome, Via di Casal Boccone 188/190, tax code, value added tax number and registration with the Companies House of Rome number 08450891000.
Ø OpenSource: the open source software programs listed in Annex 1
Ø Product: the software program exclusively owned by Almaviva DynatraceIntegration for AzureDevops
Ø System Requirements: requirements, technical and functional specifications, characteristics and endowments of the Customer’s Informatic System and Connectivity that are required for the full and proper function of the Product.
Ø User Manuals: the instructions for use and the informative documentation concerning the characteristics, operations, performances and functions of the Product and related installation procedures, whatever the form, the means and the manner in which they are supplied to the Customer.
2.1 The Licensor grants the license to use the Product to the Customer at the terms and conditions provided by the License Agreement.
3.1 The License Agreement grants the perpetual licence to use the Product at the following conditions.
4.1 Almaviva grants the License to Use the Product to the Customer, on a non-exclusive, non-sub-licensable, non-transferable basis to third parties.
4.2 The License to Use is granted only on the executable copy in c.d. format. "object" of the Product.
4.3 The License to Use allows access, loading, temporary storage and any other use of the Product, solely by the Customer, within the limits and the terms and conditions provided by the Technical Annex and the User Manuals excluding any use of the same by third parties
4.4 The Product is licensed and accepted by the Customer as provided and made available to the Customer and therefore the individual elements that compose it cannot be separately reproduced, loaded and used, in whatever manner with the sole exception of the OpenSource in accordance with the applicable License Agreements.
4.5 The Customer may not: (i) carry out any duplication or other type of reproduction of the Product, even only temporary or partial, including any temporary loading and unloading, remote access, use and sharing on the network or through the use of electronic devices any kind; (ii) translate, adapt, modify, alter, communicate, disseminate, transfer, distribute, reverse engineer, perform decompiling or similar activities on the codes in "source" format and on other content and components of the Product.
4.6 Notwithstanding the foregoing, the Customer remains the exclusive owner of all data and information of any kind, nature and origin, collected, processed and stored in any form and manner, also in aggregate form, when using the Product and shall be solely liable for the above.
4.7 Save for the mandatory provision at law, Almaviva grants the License to Use without any warranties or representation of any kind, whether statutory, express or implies, including but not limited to, warranties for fitness for particular purposes, accuracy, completeness or any results to be achieved here-from. Almaviva makes no warranties or representation concerning the compatibility of the Product or any result the Customer is intended to achieve. Almaviva shall not be liable for any loss or liability arising out of any third party technology, including any OpenSource, or any third party action such as hacking or any act or omission of the Customer. Almaviva expressly disclaims any warranties or liability with respect to compliance with laws, regulation or other official government release applicable to Customer, which shall be the sole responsibility of Customer.
5.1 The Customer acknowledges that, in order to use the Product, it is necessary that the Informatic System and Connectivity complies with the System Requirements, that the Customer warrants to have read and well understand and to accept. The Customer expressly guarantees the conformity of the Informatic System and Connectivity to the System Requirements, given the liability of the Customer for every burden and risk concerning the correct and continuous functioning of the Informatic System and Connectivity, as a result the Licensor shall in no event be held liable for inadequacies or discrepancies detected with respect to the System Requirements.
5.2 The Customer also undertakes to carry out, at its own expense, any adaptations and interventions aimed at making the Informatic and Connectivity System compliant with the System Requirements.
5.3 The Customer declares to be fully aware and accepts, at its own cost and expense, any and all risk of disservices, malfunctions and failures concerning public and private networks of telephony and data transmission, telecommunication and electronic communication services, internet access and connection services, electricity supply services.
6.1 The License to Use referred to in the License Agreement is granted free of charge.
7.1 The Customer undertakes to use the Product in accordance with the License Agreement.
7.2 The Customer undertakes all liabilities for every burden, risk and liability concerning the activation and correct functioning of the Informatic System and Connectivity on an ongoing basis.
8.1 Save as otherwise provided in the License Agreement the Customer shall not carry out any duplication or other whatsoever kind of reproduction of the Product even temporarily or partially, including any temporary loading and unloading, remote access, use and sharing on the network or using handhelds, notebooks, tablets, smartphones or other media or mobile devices, as well as external hard drives, drives or other fixed or removable storage devices and devices, with the sole exception of the OpenSource in accordance with the applicable License.
8.2 It is also expressly forbidden to the Customer to translate, adapt, modify, alter, communicate, disseminate, transfer, distribute, assign, lend, rent or lease the Product in any form or manner, with the sole exception of the OpenSource in accordance with the applicable License.
9.1 The Customer shall be provided with the User Manuals.
9.2 The Customer undertakes to use the Product in accordance with the technical and performance specifications provided by the User Manuals.
9.3 The Customer shall not make copies of the User Manuals, or in any case reproduce even partially and temporarily the User Manuals and / or share the content with third parties, without the prior written authorization of the Licensor.
10.1 All rights and titles of intellectual property and property rights on the Product are and will remain entirely in the ownership of the Licensor and the Customer cannot claim any rights.
10.2 The Customer undertakes not to remove, alter, modify any trademark, logo, copyright or distinctive element affixed to the Product and its output.
11.1 The Customer also acknowledges that the Product may contain components of intellectual property of third parties and made available to the Licensor on the basis of specific licensing agreements.
11.2 The Customer also acknowledges that the Product contains OpenSouce components which the Customer declares to know well and undertakes to comply with and which remain subject to the respective applicable License Agreement.
11.3 Without prejudice to the full applicability and cogency of the conditions set out in this License Agreement in their entirely, the intellectual property rights of the original components in OpenSouce mode and the obligations of the user remain unaffected by this License Agreement and are subject to the respective applicable Licensing conditions.
12.1 The Parties declare to comply, in relation to their respective operational areas, with the applicable Data Protection Legislation and, in particular, to meet regularly at the formalities required to be borne by each of them for the collection, treatment, communication and storage of personal data necessary for the execution of the License Agreement and the management of the related obligations, in particular by ensuring each Party, as necessary, to provide the information, appointments and security measures required by law and the acquisition of the eventual consent required in this regard and assuming all its obligation to indemnify in case of actions, claims, proceedings, penalties, payments or any other harm resulting from non-compliance with the applicable provisions on protection and security of personal data.
12.2 The Customer remains sole and exclusive owner of the processing of all the data collected, processed, handled, processed, stored and communicated using and during the use of the Product and of the use of performance, assuming all liability law in this regard and undertaking to hold us harmless Almaviva and Almaviva Group from all claims, actions, proceedings, penalties, payments or other damage resulting from the processing of personal data operated by the Customer or on its behalf by and in relation to services provided by Licensor and / or its subcontractors and suppliers.
In the event that the Customer should call on the Licensor in order to execute its ownership and/or responsibility process, the Customer and the Licensor will provide to conclude an Agreement concerning the processing of personal data, drafted according with the provision of Art. 28 of EU Regulation 2016/679 – General Protection Regulation, with the attribution of the role of responsible and/or additional responsible to the Licensor.
12.3 The Customer agrees to indemnify and hold harmless Almaviva and any third parties of which it will use to develop the provision of Product and enforcement of Performances, from any and all claims, actions, proceedings, penalties, payments or other economic prejudice that may derive from the improper and / or unauthorized use of personal data by the Customer, its staff and / or third parties under the control and responsibility of the same.
13.2 Almaviva will have the right to terminate the License Agreement pursuant to art. 1456 c.c. in case of breach by the Customer, of the obligations referred to the following articles: 4 (Conditions of use), 5 (System requirements), 7 (Customer obligations), 10 (Intellectual Property), 11 (Third parties components), 12 (Personal data Protection), 14 (Confidentiality), 15 (Inspection and audit rights). Almaviva shall be entitled to the reimbursement of all damages suffered in connection with the termination of this License Agreement.
13.3 The provisions set forth in articles 10.2 (Intellectual Property), 12 (Personal Data Protection), 14 (Confidentiality) will survive termination, for any reasons, of the License Agreement.
14.1 Each Party undertakes to keep strictly confidential any information, directly or indirectly, acquired by virtue of the License Agreement, regardless if orally or in any other format.
14.2 The confidential obligations shall last for 5 (five) years from the signing of the License Agreement.
14.3 Almaviva is hereby authorized by the Costumer to use this License Agreement as a commercial reference to customers / potential customers, for participation in public and private tenders, as well as in commercial, marketing and communication actions.
15.1 The Licensor shall have the right to access, upon reasonable notice, the Informatic System and Connectivity and to carry out any other verification, control, inspection and audit, also by means of the adoption of "e-discovery" computer techniques, in order to verify the timely compliance with the conditions set out in this License Agreement by the Customer.
16.1 The Licensor is authorized to assign the License Agreement to third parties without the prior consent of the Customer that deemed to be given by this License Agreement.
17.1 Any communication, notice, notification or request concerning the License Agreement will be considered valid only if made in writing and transmitted by registered letter A.R. or certified electronic mail, to the other Party.
18.1 The License Agreement is governed by Italian law.
18.2 Any dispute that may arise between the Parties in relation to the interpretation, validity, effectiveness and execution of the License Agreement shall be settled by the exclusive jurisdiction of the Court of Rome.
The Pursuant to Article 1341 of the Civil Code the Customer expressly approve the following article art. 18 (Applicable law and Jurisdiction).