SOFTWARE LICENSE AGREEMENT

1. INTRODUCTION

1.1 Please carefully read the following Terms of Use (hereinafter “Terms”) that regulate and govern your use of the remote videophone and access control service offered by Videx (hereinafter “Videx Service”) as well as any additional customization services, control of Videx-branded devices provided and installed at users’ premises and controllable through the software and application called “VidexCloudNected” (collectively “App”) owned by Videx.

1.2. By registering for or otherwise using the Videx Service through the App as well as through the website www.service.videx.it/, the user fully agrees these Terms.

1.3.  If user do not agree to these Terms, user will not be allowed to use the Videx Service or access any of the Device-related services under these Terms.

 

2. SERVICE PROVIDER

2.1 These Terms are concluded between the user and Videx Electronics S.p.A. (hereinafter “Videx”), with registered office at Via del lavoro n. 1, 63846 – Monte Giberto (FM), C.F. and P.IVA n. 01208050441 and share capital of € 537,800.00. a company operating in videophone and related services, owner of the software, hosted on a cloud system and controlled through the App, licensed for use by users in order to provide Videx Service. 

2.2 The user, by registering through the App with their username and password, has expressed their interest in using the Videx Service and related functions that can be controlled through App.

2.3 The parties hereby agree to regulate the terms and conditions of use of the Videx App and Service applying the present Terms.

2.4 Videx grants the user a free, non-exclusive, non-transferable license to use the Videx App and Service.

Videx Service and App provide the following features, listed below for convenience or description only and not limited to:

• reception of video door phone calls;
• remote command and control systems installed by Videx;
• opening of gates and gateways installed and connected by Videx;

2.5 In order to use the Videx Service and/or the App in whole or in part, it is necessary for the user to create his or her own user profile by entering the chosen username and password via the form that can be filled out through App. The user’s name and password are for the user’s personal use only and must be kept confidential. User hereby acknowledge that is the sole liable for all uses (including any unauthorized use) of its username and password by any unauthorized third party. In such case, it will be the user’s responsibility to report Videx immediately – through “Contact Us” section on the www.videx.it – if user’s name or password are lost or stolen, or if the user believes that unauthorized access to the user account has occurred.

2.6 User undertakes not to transfer to third parties, not even partially, the alphanumeric codes that make up the user name and password necessary for access to the user account, assuming their custody and obligating himself, in particular, to keep them with the highest care and confidentiality and to be liable to the licensor and any third parties in the event of violation, even partial, of the obligations placed on him by this paragraph.

2.7 Videx shall have the right to complain or request a user name change for any reason and at its sole and undisputable discretion.

 

3. AGE AND ELIGIBILITY REQUIREMENTS

User, upon registration, declares that he or she is 18 years old or older and has the power and capacity to accept and respect these Terms and comply with the obligations herein and is not prevented from doing so by applicable laws. In addition, user acknowledges that he or she resides in a country where the Service is available and is using a device compatible with App.

Given the foregoing, which constitutes an integral and substantial part of this agreement, the user through registration for the Videx Service and use through the App, fully accepts all of the provisions of these Terms.

 

4. APP AND VIDEX SERVICE

4.1 The Videx Service and App may be integrated and used by the user with, or may otherwise interact with, third-party applications, websites, and services (“Third-Party Applications”) as well as personal computers, cell phones, tablets, wearable devices, speakers, and other third-party devices (“Third-Party Devices”).

4.2 User’s use of such Third Party Applications and Devices may be subject to additional terms, conditions and standards other than those set forth in these Terms. Videx cannot guarantee that Third Party Applications and Devices will be compatible with the Videx Service and/or Software and will not be liable for any malfunctions of the Videx Service dependent on Third Party Applications and/or Devices.

 

5. VIDEX’S PROPRIETARY RIGHTS

5.1 Videx Service and App, in its entirety and/or any part or element thereof, are exclusive property of Videx or its licensors or otherwise parties authorized to economically exploit such services.

5.2 All Videx’s trademarks, distinctive signs, service marks, trade names, logos, and domain names are the exclusive property of Videx or its licensors or any subject authorized to use them. These Terms do not grant you any right to use and/or exploit Videx’s distinctive marks for commercial or non-commercial use.

5.3 The user’s use of the Videx Service and/or App does not grant him or her any rights over the techniques and procedures contained therein, which remain the property of the licensor and may not be used for purposes other than those stated within the official Videx Service website.

5.4 The user agrees not to use the Videx Service and App, in whole or in part, in any way not expressly allowed by these Terms.

 

6. PROBLEMS AND DISPUTES CONCERNING SERVICES PROVIDED

6.1 Videx does not guarantee the user the continuous connection to the Videx Service and Software and, therefore, will not be liable in any way for any technical disruption that prevents the connection to the platform, or to individual pages of it and/or the use of one or more features.

6.2 Videx will not be liable for any interruption of the Videx Service and ancillary services due to unpredictable, exceptional and force majeure causes such as hacker attacks, failures of telephone lines, electricity and/or national or international networks and/or its own or other operators’ technical equipment necessary for the regular operation of the service and not dependent on faulty maintenance attributable to Videx.

 

7. TERMINATION OR RIGHT OF WITHDRAWAL

7.1 These Terms shall be in force until terminated or withdrawn by either the user or Videx. Users can terminate these Terms by deactivating their account using the appropriate procedure on the www.videx.it website. The user’s account will be automatically deactivated by Videx in the event of inactivity or no login for a period of 12 consecutive months. In the event of such inactivity, these Terms shall be deemed terminated by mutual agreement between the Parties.

7.2 Videx may terminate these Terms (including any additional terms and conditions incorporated herein) or suspend user access to the Videx Service and/or from the App at any time if Videx has reason to believe that user has violated any of the provisions contained in these Terms or if Videx has reason to believe that there has been behavior that creates liability or damage to property to any user, another third party, Videx or any of its subsidiaries and/or affiliates. It is understood herein that Videx shall not be liable for any damages caused to any third party resulting from any misuse, by the user, of the Videx Service and/or the App.

7.3 In the event that Videx decides, in its sole discretion, to terminate these Terms or suspends user access to the Videx Service because of breach of these Terms, if necessary to comply with applicable law or because of conduct that creates liability or damage to property to any third party, user agrees that Videx, subject to applicable law, shall have no liability to user (except as expressly provided with these Terms).

7.4 In the event that Videx shall decide, in its sole discretion, to terminate these Terms due to the failure to provide the Videx Service and/or the App or a material component thereof, Videx agrees to provide the user a notice of termination, including further details about the termination, such as when it will go into effect and the reasons for the termination or otherwise ceasing the Videx Service.

7.5 User may terminate these Terms at any time in accordance with Sections 7.1 and 7.2, in which case User may not continue to access or use the Videx Software and/or Service. For information on how to terminate your Videx account, please use the “Contact Us” section at www.videx.it.

 

8. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

8.1 Videx provides the Videx Service and the use of the App with reasonable skill and competence and in accordance with the policies set forth on the relevant site, which, however, do not constitute a guarantee-neither implied, explicit, nor legal-of the proper functioning of the Videx Service and/or the App. Apart from such disclosures, Videx does not give any statement, guarantee or assume any liability with respect to third party Applications or Devices or their possible malfunctioning, with particular reference to suspensions and/or interruptions of their services that would result, directly and/or indirectly, in suspensions and/or interruptions of the Videx Services.

8.2 User acknowledges and agrees that the sole and exclusive remedy for any problems incurred in the use of the Videx App and/or Service is the removal of the user account and termination of the use of the Videx App and Service. You expressly acknowledge and agree that, through your acceptance of these Terms, Videx is not liable and has no obligations resulting from or related to the operation of Third party Apps and/or Devices as well as in connection with any interruption and/or suspension of the Videx Service resulting from third party Apps and/or Devices.

8.3 These Terms shall not restrict Videx’s liability for fraud, misrepresentation, death, or personal injury to the extent that applicable law precludes such limitation and any other liability which, under applicable law, may not be limited or excluded.

8.4 Upon acceptance of these Terms, the user acknowledges and declares that he/she shall have no claim against Videx in the event of any inefficiency affecting access to the Videx Services and/or the App.

 

9. RIGHT TO INDEMNIFICATION

User agrees to indemnify and hold Videx harmless from and against any direct losses, damages and reasonably foreseeable expenses (including reasonable attorneys’ fees and costs) suffered or incurred by Videx arising out of or related to: (i) User’s breach of any of these Terms (including any additional Videx terms and conditions incorporated herein); (ii) any misuse of the Videx Service by User or to which User has contributed; and (iii) User’s violation of any law or the rights of any third party.

 

10. AMENDMENTS TO THE TERMS

10.1 Videx shall have the right to amend the technical specifications of the Videx Services and/or the App and any related ancillary services at any time, including the present Terms, to improve their performance and functionality. Should the change involve new ways of using them, these will be communicated to the user by e-mail or by announcement on www.videx.it.

10.2 Videx shall have the right, in its sole discretion, to amend these Terms from time to time by notifying users by e-mail. Such changes will not apply to any dispute between Videx and the user that originated prior to the date of publication of the revised Terms or other Videx terms and conditions incorporating such changes, or that the user is otherwise informed of such changes. User’s access to the Videx Service and/or use of the App after the introduction of amendments to these Terms will constitute acknowledgement and acceptance of such amendments. If the user does not wish to continue using the Videx Service and/or the App under the updated Terms, user may terminate their account in accordance with the procedures provided with these Terms.

 

11. DURATION OF CONTRACTUAL COMMITMENTS

The obligations embodied in Articles 5 (Videx’s Proprietary Rights), 6 (Problems and Disputes Concerning Services Provided), 8 (Disclaimer of Warranties and Limitation of Liability), 9 (Right to Indemnification), 10 (Amendments to the Terms), and 12 (Governing Law) as well as any other sections of these Terms which, either specifically or due to their nature, are to remain in force after the conclusion and/or termination, for whatever cause, of these Terms.

 

12. GOVERNING LAW

12.1 This contract is governed by Italian law. For anything not provided for in this contract, please refer to the provisions contained in the Italian Civil Code and special laws.

12.2 For any dispute relating to the application, interpretation, validity, effect, execution and termination of these provisions, the Court of Milan shall have full jurisdiction, except for different provisions applicable to Consumers (as defined by the Italian Consumer Code), under which the competent Court shall be the one of domicile or residence of the Consumer.

 

The specific acceptance of these Terms by the user by means of the double tick prepared in the registration process referred to in the App as well as through the website www.service.videx.it/ after having fully scrolled and read them is equivalent to the express declaration pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code relating to the correct vision and express acceptance of each and every provision contained in these Terms.