mywellness link License Contract
- Under the terms of this License Contract, the Company grants the Client a non-exclusive license to install and use one copy of the Software on a single computer in accordance with the terms and conditions set out herein. The license is granted for an indefinite period of time, without prejudice to the right of Technogym to terminate the License Contract on the terms set out below.
- The Client may
utilize remote access technologies, such as remote desktop functions, to access
and utilize the licensed copy of the Software, on condition that the principal
user of the device hosting the remote desktop session is the only person to
access and utilize the Software via a remote access device. The Client is not
allowed to utilize the Software simultaneously, both on the device hosting the
remote desktop session and on the access device.
The Client may allow any device to access and utilize, via remote session or otherwise, the licensed copy of the Software for the sole purpose of providing technical support and maintenance services, such services to be provided by the Company or third parties empowered by the Company.
- The Software may contain copyright photographs, pictures, clip arts, drawings, animations, sounds, music and video clips (the "Multimedia Elements"). The Client is not granted any rights in relation to the Multimedia Elements which extend beyond its right to use them as part of the Software in accordance with the terms of this License Contract.
- The Client agrees and acknowledges that they have no right to have access to the Software in source code form or in unlocked coding and shall have access to the Software in object code only. The Client may not modify, decompile, disassemble or reverse engineer the Software without the prior written consent of the Company, unless such activities are expressly permitted by mandatory regulations that apply in respect of any compulsory and unavoidable legislation and in such case(s) the Client may carry out such acts solely to the extent permitted by such mandatory regulations. The Client may not: (a) hire out, lease or loan the Software; (b) supply hosting services using the Software; (c) sub-license any of its rights (in whole or part) to use the Software to any third party; (d) use the Software for multiprogramming work ("time sharing"); (e) use the Software for facility management; or (f) use the Software to provide service bureau facilities.
- The License Contract is granted for the Software as a single and complete product. The Client may not use the component parts for use on multiple devices or otherwise.
- This License Contract applies to any Software updates, extensions or add-on components and Internet-based services that the Company might supply or make available to the Client, whether for payment or free of charge, subsequent to the date on which the Client enters into this License Contract, unless such elements are accompanied by specific license conditions which shall in such cases override and take precedent over the terms of this License Contract.
- In order to utilize Software identified as an update, the Client must first obtain a license for the software identified by the Company as required for the update. Subsequent to installation of the update, the Client must not utilize the original Software used as a basis for the update, except as part of the updated software. The Client recognises and accepts that the Software's functions might change as a consequence of such update.
- The Client's copy of the Software may be transferred to another device. However, following the transfer, the Client must fully remove the Software from the device on which it was previously installed. The Client may transfer once and definitively this License Contract and the Software to another user, on condition that the Client does not retain any copies of the Software and the new user accepts the conditions set down in this License Contract. The transfer must comprise the entire Software (including all storage media, the component parts and printed materials, any updates and this License Contract).
- The Software may contain components or portions of electronic programs belonging to third parties, including without limitation programs Adaptive Server Anywhere client/server RDBMS, Adaptive Server Anywhere Personal Database and Desktop Mobilink Servers of Sybase Italia s.r.l. (the "ADL programs"). All such components and portions of electronic programs are duly licensed to the Company with the right to sublicense on a non-exclusive and non-transferrable basis for use within the Software. The Client may use the ADL Programs only as components within the Software in accordance with the terms of this License Contract, including without limitation that the Client may not use said ADL Programs for the purposes of developing any application or for other ends that are otherwise excluded from the scope set out in clause 2 of this License Contract. With reference to the ADL Programs, the Client agrees to comply with all applicable provisions and restrictions relating to exportation and re-exportation imposed by the Government of the United States of America ("Limitations to Exportation"). Although protected by copyright, the ADL Programs will be regarded as information that has not been publicised and that contains information relating to proprietorship which is therefore confidential to Sybase Italia s.r.l. The Client agrees to keep the ADL Programs confidential and shall give reasonable attention to protect their confidentiality. To the extent applicable, all of the provisions of this License Contract applying to the Software apply equally to the ADL Programs.
- This License
Contract does not grant the license of any rights over the Software other than
those expressly set out in this License Contract. With the exception of: (a)
the copyright and the proprietorship of intellectual property rights in the ADL
Programs (which are owned by Sybase Italia s.r.l. as described above); and (b)
any copyright in components or portions of electronic programs belonging to
third parties (as described above) included within the Software; the full
copyright and all other intellectual property rights in the Software are owned
by and remain vested in the Company and are protected by the Italian and
international laws and treaties governing copyright and other intellectual
property rights. The Company reserves all rights not expressly granted by this
License Contract. Subject to the foregoing, the Company is the proprietor of
the name, copyright and other rights as to the intellectual property inherent
to the Software. The Software is not sold or assigned but is licensed in
accordance with the terms of this License Contract. This License Contract does
not give the Client any right in relation to the name, trademarks or service
marks of the Company (registered or otherwise).
The documentation and information associated with the Software (the "Documentation") are licensed to the Client solely for personal and internal reference and not for commercial use. The full copyright and all other intellectual property rights in the Documentation are owned by and remain vested in Technogym and are protected by the Italian and international laws and treaties governing copyright and other intellectual property rights.
- The product identification or trademark, copyright statement and any other indication relating to the restrictions that concern the proprietorship of the Software may not be removed, modified or interfered with. The Client may not copy the Software, including the ADL Programs, except for the purposes of backing-up or archiving as is reasonably necessary in accordance with the scope of this License Contract, and every such copy must include the Company’s copyright notice, each right reserved for the governing authorities and all information or descriptions relating to proprietary rights placed on or mentioned inside the Software at the time it is delivered.
- The Client may allow third parties to use the Software's specific functions for the purposes for which the Software was designed, on condition that such utilization is restricted to the activities carried on by the Client within the facilities in which the Software is intended to be used (i.e. fitness centres, gyms, fitness-wellbeing areas etc.). In all cases, it is understood that the Client is jointly and severally responsible, together with the party granted use of the Software, for any such use and the Client hereby indemnifies and holds harmless the Company against any losses, liabilities, damages, costs and expenses (including legal fees) which it may suffer or incur as a result of any claim made by any user resulting from use of the Software that does not comply with the law or the terms and conditions set down in this License Contract.
- If the Client breaches any of the terms of this License Contract, the Company may terminate the License Contract subject to, where capable of remedy, giving the Client reasonable notice in which to remedy such breach; on expiry of such reasonable notice, the Company will have the right to immediately terminate the License Contract without further notice and without prejudice to or restriction over any other accrued or available rights of the Company. If the agreement is terminated (howsoever), the Client must immediately destroy all copies of the Software and all of its component parts, including without limitation the related Documentation.
- The Client agrees that the Company shall, during normal working hours and on reasonable notice, have the right to access the Client’s premises to the extent reasonably required to carry out (and/or have carried out by an independent monitoring agency) an inspection to ensure that the Client is using the Software based in accordance with the terms of this License Contract.
- This License Contract (including additions or modifications contained in the Software and/or in its updates) represents the entire agreement between the Client and the Company with regard to the Software, and replaces any prior or concurrent, verbal or written communications, proposals or representations regarding the Software or other matters covered by this License Contract. If any clause of this License Contract is declared void, invalid, inapplicable or illegal, the other clauses will remain binding and fully effective.
- The Software is
designed and offered as a general purpose product and is not designed or
offered for the Client's own special purposes. The Client declares that the
Software has been checked and accepted "as seen and approved" and, accordingly,
the Company declares that it is exonerated from any and all responsibility
deriving from any express or implied warranties including, by mere and
incomplete way of example, warranties of conformity and/or suitability for
specific purposes and/or compatibility or integration with specified other
products. The Company accepts no responsibility for the results expected by
the Client from use of the Software and, without prejudice to unavoidable legal
requirements, is not responsible for any direct or indirect losses deriving
from use of or the inability to use the Software. The Client recognises and
accepts that no software is error-free and confirms that it has been
specifically warned about the need to make periodic back-ups of the data
processed using the Software. On condition that the Client has a valid license,
the Company warrants that (a) the Software will function substantially in
conformity with the accompanying description for a period of 90 days from the
time the Client receives the user license for the Software, or for such other
minimum period as is established by the applicable legislation; (b) any support
services provided by the Company will correspond in substance with the
descriptive material provided to the Client by the Company or its authorised
reseller, and that the Company's technicians will make reasonable efforts and
work with appropriate diligence and professionalism to resolve the problems
reported by the Client. If the Software does not comply with this warranty, the
Company may – at its discretion – (a) correct the error; (b) replace the
Software. This warranty does not apply if the failure to function or the
defective functioning of the Software derives from causes external to the
Company, or from improper or incorrect usage. Any software product supplied to
replace the Software will be covered by warranty for a period of 30 days or for
the remaining period of the original warranty, whichever is shorter. The Client
accepts that the above warranty is its sole warranty in relation to the
To the maximum extent allowed by the applicable legislation and without prejudice to the above warranty, the Company does not recognize any other warranty or condition, whether express or implied (arising in law, in common practice, from other sources i.e. supplementary warranties), including by mere way of example implied warranties of acceptable quality and/or fitness for a specific purpose, in relation to both the Software and the materials associated with the Software. Implied warranties that cannot be excluded are in any case limited to a period of 90 days or the minimum period established by the applicable legislation, whichever is longer.
This warranty does not affect the rights of the Client guaranteed by law.
- The Software License is governed by Italian law. The parties irrevocably agree that all disputes will be settled exclusively by reference to the judge of the Court based in Bologna, Italy save that the parties hereby agree that (a) the Company shall have the right to sue to recover any amounts due to it under this License Contract in any jurisdiction in which the Client is operating or has assets and (b) the Company may commence legal proceedings in any jurisdiction in connection with the enforcement or protection of its intellectual property rights in the Software or otherwise owned by the Company.