LICENSE TERMS AND CONDITIONS RULEX PLATFORM – FACTORY PERSONAL VERSION ANNUAL SUBSCRIPTION
The following license terms and conditions (hereinafter the "Agreement") constitute the contract between Rulex Innovation Labs S.r.l. (VAT 01715910996), with registered office in Via Felice Romani 9/2, 16122 - Genoa (hereinafter also only "Rulex") and the Licensee.
This document applies to all subsequent versions of the Rulex Platform software, updates and technical support services provided by Rulex in relation to the software, unless otherwise specified by specific conditions.
This document is also made up of the following attachments, which form an integral and substantial part of it: Attachment A) End-User License Agreement (EULA); Attachment B) Information on the processing of personal data pursuant to art. 13 GDPR.
The Licensee declares to have read this document in its entirety, including the attachments, and accepts its contents.
2. Object of the Agreement
The Agreement concerns the licensing of use to the Licensee of the Rulex Platform - Personal Version software (hereinafter the "Software") and the related documentation under the terms and conditions set out in the Agreement.
The license to use the Software is to be understood as personal, onerous, non-tradable, non-sub-licensable, non-transferable and in any case not usable by third parties for any reason.
The Contract will be considered concluded following the receipt by Rulex of the payment of the full annual subscription made by the Licensee.
3. Obligations and Responsibilities
The Licensee undertakes to use the Software personally and exclusively, without the possibility of transferring it to third parties, with the best diligence, respecting the rules of use indicated in the Contract and in the End-User License Agreement (EULA - Annex A) and in such a way as not to compromise its stability, safety and quality.
Licensee agrees not to (i) resell the Software; (ii) reverse engineer, decompile or disassemble the Software; (iii) make copies of the Software; (iv) publish the Software for duplication by third parties; (v) use the Software contrary to the law.
The Licensee is responsible for maintaining its license, together with its user ID and its Product Key, and declares to indemnify and hold Rulex harmless from any claim or demand by any party arising from the use or misuse of the Software by third parties through the use of the license acquired by the Licensee or the Product Key communicated.
In cases of particular seriousness and urgency, Rulex reserves the right to suspend or interrupt the supply of the Software even without prior notice to the Licensee if it detects, at its sole discretion and/or following reports from third parties, indications which show that the methods of use of the Software by the Licensee or other persons authorized by the Licensee may, directly or indirectly, cause damage to Rulex or third parties as well as compromise the stability, security and quality of the Software offered, without prejudice to Rulex's right to compensation for damages.
Notwithstanding the foregoing, Rulex reserves the right to suspend the license to use the Software if, at its sole discretion, it deems that the Licensee carries out activities that violate the obligations set out in the Contract. In this case, the Licensee, following notification also via e-mail from Rulex, must immediately eliminate the causes of the dispute or provide suitable documentation proving full compliance with the current legislation of the activity he carries out.
The Licensee acknowledges that he is solely and exclusively responsible for the activities carried out through the Software or directly or indirectly referable to him.
Rulex cannot be held responsible in any way for criminal, civil and administrative torts committed by the Licensee using the Software.
The Licensee undertakes to indemnify and, in any case, to hold Rulex harmless from any action, request, claim, cost or expense, including legal fees, possibly deriving from the same due to the failure by the Licensee to comply with the obligations assumed and the guarantees provided with the acceptance of the Contract and in any case connected to the use of the Software by the Licensee
4. Contract duration and methods of payment
The license to use the Software is granted for a period of one year starting from the date of receipt of payment of the full annual fee by Rulex and will be automatically renewed upon expiry for successive periods of one year, unless terminated upon expiry as per later regulated.
The Licensee may cancel or not renew the license to use the Software through the appropriate section on his personal profile of the Rulex Community Store at the following address https://community.rulex.ai/store/.
If the Licensee decides not to renew his/her user licence, through the same section that can be reached at the address indicated above, he/she may proceed with the payment of the annual fee at a later time; in this case, Rulex will grant the Licensee the usage license by transmitting the Product Key communicated at the time of the first subscription, in order to allow the Licensee to recover the data previously entered on the Software.
The fee, the conditions and the payment methods that can be used by the Licensee are exclusively those indicated on the Rulex Community Store at the following address https://community.rulex.ai/store/.
5. Right of withdrawal
The Licensee, knowingly and expressly, agrees to lose any right of withdrawal from this Remote Contract, with the exceptions to the right of withdrawal pursuant to art. 59, paragraph 1, lett. o) of Legislative Decree 206/2005 (Consumer Code).
With the payment of the annual subscription, the Licensee agrees to the supply of digital content through a non-material support, with the express agreement and with the acceptance of the fact that this circumstance precludes any right of withdrawal.
6. Termination of Agreement
All the obligations assumed by the Licensee, as well as the guarantee of successful completion of the payment made by the same, are of an essential and significant nature, so that the failure by the Licensee to comply with just one of them will result in the immediate legal termination of the Agreement.
7. Protection of intellectual property
The intellectual property rights relating to the Software, including any supports and documentation, remain the full and exclusive property and ownership of Rulex, the Licensee having only the availability for use limited to the period, conditions and methods set out in the Contract.
The Licensee undertakes not to copy the Software onto a hard disk or other durable memory medium and not to perform any act that could cause damage, directly or indirectly, to the owner of the related intellectual property rights.
To specify the foregoing, all intellectual property rights (intellectual property being understood for the purposes of the Contract as any intellectual and/or industrial property right, registered or unregistered, in whole or in part, anywhere in the world, such as - by way of example and not limited to – editorial products, trademarks, patents, utility models, designs and models, domain names, know-how, manuals, documentary formats, educational material, slides, comments on legislation and jurisprudence, projections of specific editorial documentation, works covered by copyright, databases and software), including the economic exploitation rights on the Software and on any document relating to the Software in general are and remain the exclusive property of Rulex.
The Licensee will be recognized as the exclusive owner of all intellectual property rights to the results obtained from its exclusive development activity through the use of the Software.
8. Technical requirements
In order to obtain optimal use of the Software, the following technical requirements are necessary:
Microsoft Windows 10 (64 bit) - 1909 or following versions
Windows Server 2016 or following versions
CPU with x86_64
4 GB (minimum) - 8GB (recommended)
Hard disk space
50 GB (minimum) - 200 (recommended)
license.rulex.ai must always be accessible to allow license verification operations when using Rulex Platform.
9. Interruptions and malfunctions
Rulex undertakes to make the Software available continuously and efficiently.
The Licensee is made aware and accepts that access to the Software may be subject to interruptions for periods not exceeding 72 (seventy-two) working hours for maintenance interventions by Rulex, without this giving rise to a breach by Rulex or entitlement to Licensee to any compensation or indemnity.
It is understood that Rulex is not responsible in any way and for any reason for malfunctions or interruptions of the Software, of any entity and duration, independent of its will and caused, by way of example only, by interconnection problems, hardware failures, violations of IT service, etc.
The Licensee is aware and accepts that Rulex has the right to interrupt the performance of the Software in the presence of justified security and/or guarantee of confidentiality problems even beyond the limit of 72 (seventy-two) working hours, notifying the Licensee without this gives rise to a breach by Rulex or entitles the Licensee to any compensation or indemnity.
It is the Licensee's sole responsibility to ensure interoperability between the connectivity Licensee and the Software.
The Licensee will be required to verify the suitability of its hardware, software and network systems for the purpose of using the Software (including updates and developments) and hereby renounces any claim against Rulex connected to the failure or incorrect functioning of the Software resulting from the unsuitability of its hardware, software and/or network systems.
Rulex declines all responsibility for any temporary impossibility on the part of the Licensee to access and/or use the Software for technical or technological reasons, including those relating to telephone connections, the burden of checking and settling which is the sole responsibility of the Licensee.
10. Subsequent releases, updates and developments
Subsequent versions, updates, developments of the Software and the related licenses for use will be provided by Rulex to the Licensee with reference to the Software licensed under the Agreement.
To subsequent versions, updates and developments of the Software, all the contractual provisions relating to the Software apply, insofar as they are compatible.
The Licensee acknowledges and accepts that, where considered appropriate at the sole discretion of Rulex, subsequent versions, updates and/or developments of the Software may determine the modification or elimination of some features of the Software or consist of replacements or migrations (even partial) of the Software.
11. Warranty Disclaimer
Licensee acknowledges and agrees that the Software, including subsequent versions, updates, developments and related documentation, is provided "as is" and that Rulex makes no express or implied representations or warranties as to whether the Software is to satisfy the needs of the Licensee, that the same is free from errors or that it has functions not foreseen in the technical specifications and in the relative documentation.
12. Processing of Personal Data
In compliance with EU Regulation 679/2016 (GDPR), Rulex undertakes to process all personal data acquired in relation to the Contract in compliance with the legislation on the protection of personal data.
Rulex communicates to the Licensee all the information required by art. 13 GDPR within its information on the processing of personal data (Annex B).
13. Force majeure
Rulex is not responsible in the event of impossibility, delay or defects in the Software, if caused by force majeure or by other events that could not have been foreseen at the time of stipulation of the Contract (for example failures of all kinds, difficulty in obtaining materials or energy, transport delays, industrial action, legitimate strikes, lack of manpower, energy or raw materials, difficulties in obtaining the necessary authorizations from the authorities, the measures taken by the authorities, acts of terrorism, events of nature, revolution, civil war, etc.), for which Rulex cannot be held responsible.
If such events make it much more difficult or impossible for Rulex to grant the license to use the Software, and where such obstruction is not only temporary, Rulex has the right, at its discretion, to terminate the Contract without notice or to withdraw from the Contract.
In the event of temporary problems, operating times should be extended or postponed due to the time of the obstruction, plus a reasonable restart period.
14. Post-installation support
Rulex shall provide Licensee with all necessary support in finding and resolving reported defects within the Software through its ticketing platform Rulex Help Desk, available to Licensee via web interface.
Rulex shall use its diligent efforts to provide remedies to Licensee for the requested assistance by the date to be notified, provided that in the event that Rulex, despite its diligent efforts, fails to provide a remedy by such date, this shall not be considered a material breach of the Agreement by Rulex
15. Communications and complaints
Any communication or complaint must be sent via e-mail to email@example.com, in order to allow Rulex to provide a reply within 20 working days.
The Licensee expressly authorizes Rulex to use its e-mail address in connection with activities relating to the Agreement and any sending of information related to the Software.
16. Applicable law and jurisdiction
The Contract concluded between Rulex and the Licensee is governed by the law of the Italian Republic.
For any dispute deriving from the Contract or relating to it, the following will be competent:
a) the Court of the place of residence or domicile of the European Licensee-Consumer pursuant to the current Legislative Decree 206/2005 (Consumer Code);
b) in any other case, the parties indicate the Court of Genoa as the exclusive jurisdiction for any dispute concerning the validity, interpretation, execution, or termination of the Contract.
17. Legal Terms
If individual provisions of the Agreement become invalid or ineffective, whether in whole or in part, the validity of the remaining provisions remains valid.
The obligations and commitments deriving from the Contract which by their nature are effective even after the expiry or termination of the Contract will remain valid and effective even after that date until they are satisfied.
18. Changes to License Terms and Conditions
Rulex reserves the right to modify these license terms and conditions at any time, by means of general notices to the licensees published on the site https://community.rulex.ai/terms-conditions or by e-mail communication to the Licensee, containing indication of the effective date of the modifications, which must be at least 30 (thirty) days after the date of the notice.
The continued use of the Software license by the Licensee after the term of 30 (thirty) days indicated above constitutes a willingness to accept the changes to these license terms and conditions.
In the event that, on the other hand, the Licensee does not intend to accept the changes communicated, he will be entitled to withdraw from the Contract by means of cancellation to be provided in writing by e-mail to the address firstname.lastname@example.org.
Rulex Innovation Labs S.r.l.