Terms and Conditions
END-USER LICENSE AGREEMENT FOR XCALLY
IMPORTANT PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING WITH THIS PROGRAM INSTALL: XeniaLAB srl (“XENIALAB”) End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and XENIALAB for the XENIALAB software product(s) identified above which may include associated software components, media, printed materials, and “online” or electronic documentation (“SOFTWARE PRODUCT”). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. This license agreement represents the entire agreement concerning the program between you and XENIALAB, (referred to as “licenser”), and it supersedes any prior proposal, representation, or understanding between the parties. If you do not agree to the terms of this EULA, do not install or use the SOFTWARE PRODUCT.
The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.
- GRANT OF LICENSE.
The SOFTWARE PRODUCT is licensed as follows:
Installation and Use.
XENIALAB grants you the right to install and use copies of the SOFTWARE PRODUCT on your computer running a validly licensed copy of the operating system for which the SOFTWARE PRODUCT was designed [e.g., Windows XP, Windows Vista, Windows 7, Windows Server, Linux, etc…].
Any change of any kind applied on your XCALLY server (i.e. CPU, memory, network etc…) can invalidate your XCALLY assigned license: for this reason any move and change of your XCALLY server must be carefully planned and notified to the XCALLY team.
- DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
(a) Maintenance of Copyright Notices.
You must not remove or alter any copyright notices on any and all copies of the SOFTWARE PRODUCT.
You may not distribute registered copies of the SOFTWARE PRODUCT to third parties. Evaluation versions available for download from XENIALAB’s websites may be freely distributed.
(c) Prohibition on Reverse Engineering, Decompilation, and Disassembly.
You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
You may not rent, lease, or lend the SOFTWARE PRODUCT.
(e) Support Services.
XENIALAB may provide you with support services related to the SOFTWARE PRODUCT (“Support Services”). Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA.
(f) Compliance with Applicable Laws.
You must comply with all applicable laws regarding use of the SOFTWARE PRODUCT.
(g) License Transfer
The SOFTWARE licenses related to any XENIALAB SOFTWARE PRODUCTS cannot be transferred in any case to any other entity, user, computer or server, without the prior permission written by XENIALAB
Without prejudice to any other rights, XENIALAB may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT in your possession.
All title, including but not limited to copyrights, in and to the SOFTWARE PRODUCT and any copies thereof are owned by XENIALAB or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by XENIALAB.
- NO WARRANTIES
Except for the express warranties, if any, made to the end user in the applicable XENIALAB End user agreement, XENIALAB makes no other warranties relating to the products, express or implied. XENIALAB expressly disclaims any warranty for the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is provided ‘As Is’ without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, noninfringement, or fitness of a particular purpose. XENIALAB does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the SOFTWARE PRODUCT. XENIALAB makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. XENIALAB further expressly disclaims any warranty or representation to Authorized Users or to any third party.
- LIMITATION OF LIABILITY
In no event shall XENIALAB be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) rising out of ‘Authorized Users’ use of or inability to use the SOFTWARE PRODUCT, even if XENIALAB has been advised of the possibility of such damages. In no event will XENIALAB be liable for loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise. XENIALAB shall have no liability with respect to the content of the SOFTWARE PRODUCT or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information. XENIALAB shall have no liability with respect to the integration, connection or usage of the SOFTWARE PRODUCT together with any other software or hardware products.
In no event shall XENIALAB be liable for any complaints or damages due to any kind of interaction performed with the XCALLY software or any kind of modules related to XCALLY.
In particular XENIALAB shall have no liability with respect to any kind of unwanted phone call, chat, sms, fax, email or social media post, sent or received to/by any person or any kind of organization.
In no event shall XENIALAB be liable for any unwanted phone call or other interaction performed with the XCALLY software or any kind of modules related to XCALLY, like Tiger Dial, Cally Square and all the current and future XCALLY module used to perform such phone call or interactions.
- FORCE MAJEURE
Xenialab shall not be liable for failure or delay in performance of any of its obligations hereunder if such delay or failure to perform is caused by circumstances beyond its control. End user shall be required to accept any delayed shipment or delivery made within a reasonable time.
- GOVERNING LAWS; ATTORNEYS’ FEES
This Agreement shall be governed by and construed and enforced in accordance with the international laws. The parties agree that any legal action or proceeding with respect to this Agreement shall be submitted by an arbitration under the rules of arbitration of the interational chamber of commerce, by one arbitrator. Seat of arbitration shall be Geneva. Language of arbitration shall be English.
By execution and delivery of this Agreement, the parties submit to and accept with regard to any such action or proceeding the exclusive jurisdiction of such arbitrator. If any legal action or proceeding is initiated, the prevailing party shall be entitled to all attorney fees, court costs, and expenses in addition to any other relief to which such prevailing party may be entitled. THIS AGREEMENT WILL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS OR BY THE PROVISIONS OF ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE, THE APPLICATION OF WHICH IS EXPRESSLY EXCLUDED.
IN WITNESS WHEREOF, the undersigned parties have entered into this Agreement as of the Effective Date of being approved by XENIALAB.