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GENERAL TERMS AND CONDITIONS OF THE LICENCE TO USE LIGER SOFTWARE

These general terms and conditions of the licence (the “Licence Terms and Conditions”) govern the terms and conditions of the licence to use (the “Licence“) Liger operating software, necessary to operate electronic key-cutting machines and inclusive of a dedicated database called the Liger DB (“Liger”), granted to the User (the “User”) by Keyline S.p.A., with registered offices at Via Camillo Bianchi, 2 P.O. Box 251, 31015 Conegliano (TV), P.I. (VAT no.)/C.F. (tax identification code) 02359470263 – or by any other company controlled by, controlling and/or under common control with Keyline S.p.A. - (“Keyline”).

These Licence Terms and Conditions also apply to all updates, additions, adaptations, developments, improvements, customisations and in general all amendments made to Liger, including as part of the supply of the Services by Keyline (the “Updates”), unless they are accompanied by independent contractual terms (the “Additional Terms and Conditions”), whereby, and unless otherwise agreed in writing by and between Keyline and the User, the provisions of the Additional Terms and Conditions shall prevail over the provisions of these Licence Terms and Conditions.

1.      USER LICENCE

1.1.   Keyline grants a licence to use Liger to the User, who accepts, subject to express and full acceptance by the User of these Licence Terms and Conditions.

1.2.   User acknowledges and accepts that Keyline has full and exclusive ownership of Liger, as well as all connected and/or related Upgrades and that the grant to the User of this Licence shall not, under any circumstances, involve the transfer in favour of that User of all or part of any rights to Liger, nor may it be construed by the parties as doing so.

1.3.   The Licence is connected to each key-cutting machine manufactured by Keyline and registered by the User; in order to use Liger each User must perform the guided registration procedure described under article 2 below.

1.4.   Save for the provisions of article 4 below_, the Licence is granted to the User free of charge and for an indefinite duration, commencing from the date of registration of the key-cutting machine, in accordance with article 1.3 above, and until cancellation of that machine from the personal Account of the User.

1.5.   The Licence is granted to the User on a non-exclusive basis and may not be sub-licensed, transferred or used by third parties for any reason, in the absence of prior cancellation from the User’s Account of the key-cutting machine and the consequent registration of that machine on the Account of a different User and/or third party that intends to use the machine.

1.6.   If a key-cutting machine is used in breach of the provisions of article 1.5 above, it is understood that the User that holds the Account on which the key-cutting machine has been registered shall remain solely liable to Keyline for the use of Liger, and of any data, documents and/or information notified, transmitted/archived and/or processed. User guarantees, also by way of a third-party warranty pursuant to and for the purposes of section 1381 Italian Civil Code, full and prompt compliance by the actual user with these Licence Terms and Conditions (and with all applicable regulations, including tax and civil law regulations).

1.7.   For the purposes of the above article 1.6, the User undertakes to indemnify and keep Keyline harmless from and against any direct and/or indirect adverse consequences, damages, costs, liabilities and/or third-party requests connected to the use or non-use of Liger by other Users and/or third parties.

2.      PROCEDURE FOR GRANTING THE LICENCE

2.1    The grant of the Licence is conditional upon the creation of a personal account (the “Account”), as well as the registration within that Account of the key-cutting machine acquired.  For that purpose, the User acknowledges that the download by the User of the Keyline App (the “App”) to their device, the use of that App, and the creation of an Account, are all governed by specific general terms and conditions of use prepared by Keyline (the “General Terms and Conditions”), signed, and expressly accepted by the User and which are hereby referred to in full.

2.2    For the purposes of article 2.1 above, the User hereby accepts and undertakes to register the key-cutting machine and to precisely follow the registration procedure within the Account, illustrated both on the key-cutting machine (on the screen, upon initial power-up and, in any event, until successful completion of the procedure) and in the specific section of the App and of the www.keyline.it website, acknowledging that in the context of the procedure in question Keyline may send personal communications and may collect, withhold and use data and/or information, both through the App and by way of email addresses and telephone numbers provided by the User in their Account.

2.3    It is agreed that User may not hold Keyline liable in any way should User be unable to use the key-cutting machine due to non-registration and/or partial and/or incomplete registration of the machine within the Account.

3.      VALIDATION

3.1.   User acknowledges that for the entire duration of the Licence and without additional notice Keyline reserves the right to conduct controls of the valid activation of the Licence and of correct and prompt compliance with the provisions of these Licence Terms and Conditions, which may also be conducted through and/or with the assistance of computer programmes suitable for sending Keyline flows of data and information – continuously and/or periodically – relating to and/or contained in the key-cutting machines, as well as data and information relating to the User and to their methods of using the key-cutting machine.

3.2.   In order to conduct the controls described under article 3.1 above, the User expressly authorises Keyline to collect, archive, process and use – for the purposes of validation – information collected during controls, in accordance with the provisions of article 8 below.

3.3.   If, following the controls described in this article 3, it is found that Liger has not been validly activated, is not original, has been counterfeited and/or the User does not have a regular Licence, Keyline may, at sole discretion and without additional notice, limit, restrict and/or prevent the use of Liger, without prejudice to the fact that in such event Keyline may not be liable in any way or for any reason.

4.      UPDATES

4.1.   Updates are provided by Keyline to the User for all key-cutting machines registered in their personal Account, subject to the technical specifications of the software installed in each machine.  In this regard, the User acknowledges and expressly accepts that, since the correct and full use and/or installation of the Updates depends on the technical characteristics of each of the User’s key-cutting machines, Keyline will not be liable for any and every direct or indirect detriment reported by User and arising out of the inability to download and install Updates that are incompatible with the key-cutting machine (because, for example, they are not supported due to the age of the machine).

4.2.   Updates are made available to the User by Keyline for the entire duration of the Licence and may, at the sole discretion of Keyline, be granted free of charge or against payment, without prejudice to the fact that in case of paid Updates, the rules provided for In-App Purchases under the General Terms and Conditions shall apply.

4.3.   Without prejudice to the provisions of article 4.2, Keyline will provide Updates free of charge (save for those subject to the Additional Terms and Conditions) for the entire period of the Warranty (as defined under article  6 below) save for the fact that upon termination of that period, the User will continue to have free access to Updates previously provided by Keyline and downloaded by User.

4.4.   User acknowledges and accepts that, where deemed advisable by Keyline, at sole discretion, Updates may result in changes to or the elimination of certain Liger functions or result in replacements or migrations (including partial) of operating software.

4.5.   Without prejudice to the provisions of article 4.1 above, Keyline undertakes, also subsequent to expiration of the Warranty period under article 6  below, to make available to User all technical updates required to operate Liger (the “Technical Updates”) free of charge and automatically, subject to the technical characteristics of the key-cutting machine registered by that User.

5.      USE OF LIGER

5.1.   The User may only use Liger together with the registered key-cutting machine and in accordance with these Licence Terms and Conditions, accurately complying with any technical limitation imposed on Liger which excludes and/or limits its use.

5.2.   Without prejudice to the provisions of article 5.1 above, by way of example and without limitation, User expressly undertakes to refrain from the following conduct:

(i)       bypassing the technical limitations and technological measures present in Liger;

(ii)      decoding, reverse engineering or disassembling Liger;

(iii)     reproducing, modifying, adapting, customising Liger and/or the Updates or, in any event, creating derivative works;

(iv)     making copies and/or duplications of Liger;

(v)      publishing Liger, voluntarily and/or involuntarily exposing it to the risk of being copied, imitated and/or used by third parties;

(vi)     directly or indirectly selling Liger, and/or the Updates for any reason;

(vii)    using Liger in conflict with rules of law and/or in violation of any industrial property rights for Keyline and/or third parties.

5.3.   User acknowledges and recognises that any industrial and/or intellectual property rights in Liger and related documentation, including rights of economic exploitation of all or part of Liger anywhere in the world, are and shall remain the exclusive property of Keyline.  The acceptance of these Licence Terms and Conditions by Keyline does not result in the transfer and/or allocation to the User of any rights other than the possibility of using Liger.

5.4.   If Liger and/or certain functions of Liger contain and/or require the use of open-source software, User hereby acknowledges and undertakes to comply with the terms and conditions specifically applicable to that software (which will, where necessary, be made available to the User by Keyline).

5.5.   User acknowledges and accepts that Liger and/or certain functions of Liger may be exclusively available through interface and interaction between Liger and certain cloud applications and/or online platforms owned by Keyline and/or third parties – the use of which is or may be subject to specific and separate agreements (the “Cloud Software”) -. As a consequence of the above, subject to disclosure to the User and at sole discretion, Keyline reserves the right to migrate Liger modules and/or functions to a cloud and User acknowledges and expressly accepts that all or part of the data, documents and/or information handled and/or processed by the User through the use of Liger could also be migrated, transmitted, handled, processed and/or archived  on servers owned and/or used by third parties.

5.6.   In case of the migration, transmission, processing and/or archiving of data to and on Cloud Software in accordance with article 5.5 above, the User acknowledges and accepts that the following provisions shall also apply:

a)    User is expressly prohibited from using the Cloud Software to store, send, publish, transmit and/or share data, documents and/or information that (i) conflict with or are in violation of intellectual property rights held by Keyline and/or third parties; (ii) have discriminatory, defamatory, slanderous or threatening content; (iii) contain material that  is pornographic, depicts child sexual abuse, is obscene or in any way contrary to public morality; (iv) contain viruses, worms, trojan horses or, however, other elements that are contaminating or destructive; (v) constitute spamming, phishing and/or the like; (vi) are in any event in conflict with legal and/or regulatory provisions applicable.  In case of breach of the above, Keyline reserves the right to prohibit and/or limit the User in its use of the Cloud Software and/or in its access to data, documents and/or information contained therein, and to report the User’s conduct to third party managers of the Cloud Software, and none of the above shall result in any liability of any nature or kind for Keyline;

b)   unless necessary to ensure compliance with provisions of law and/or required by judicial authorities, Keyline is not in any way required to verify data, documents and/or information uploaded to and/or archived by the User on the Cloud Software and therefore Keyline may not under any circumstances be liable for direct and/or indirect damages and/or losses,  of any kind or nature, arising out of errors in and/or omissions of such data, documents and/or information or connected to their nature and/or characteristics;

c)    Keyline further reserves the right to suspend or interrupt access to data, documents and/or information uploaded to and/or archived by the User on the Cloud Software (i) for reasons of security and/or confidentiality, (ii) in case of breaches of legal obligations regarding the use of computer services and the internet, (iii) in case of problems with Liger and/or the Cloud Software that cannot be remedied without limiting and/or suspending access to that data, documentation and/or information, provided that in the latter case, where possible Keyline provides advance notice to the User through the App and/or the contact information registered on the Account, of the reasons for the limitation and/or suspension and of the timing for the required intervention;

5.7.   In any event, User acknowledges and expressly accepts that Keyline will monitor devices through which Liger is used (i.e. the key-cutting machine, hardware and software devices on which the App has been installed etc.), and allocates Keyline the right to store and use data, documents and/or information transmitted, processed and/or archived by the User on Liger and/or on the Cloud Software, for purposes connected to the use of the key-cutting machine, the implementation of Liger and/or the Updates and for marketing reasons, in accordance with the provisions of the privacy policy (the “Privacy Policy”) adopted by it pursuant to Legislative Decree no. 196/2003 as subsequently amended (the “Privacy Code”) and EU Regulation 2016/679 as subsequently amended (the “GDPR”), for the entire period of validity of the Licence and also subsequent to termination of that Licence, without prejudice to the right for User to exercise their rights under articles 16 and ff. of the GDPR.

6.      WARRANTY

6.1.   Keyline guarantees the User that Liger will function correctly (the “Warranty”).  The duration of the Warranty is variable, according to the type of machine and/or country in which it is registered by the User and indicated in Annex A to these Licence Terms and Conditions.

6.2.   Without prejudice to the provisions of article 4 above, for the entire period of validity of the Warranty Keyline undertakes to make available to User all Liger Updates and/or certain of its functions (save for those subject to Additional Terms and Conditions) free of charge, which upon termination of the Warranty period  shall remain available to User – who may therefore continue to use Liger free of charge in its updated status and/or configuration upon termination of the Warranty period.  It is agreed that if User fails to proceed with the Liger Updates, Keyline may not be liable for any detriment, of any kind or nature, reported and/or incurred by User as a result of inability to install the Updates and/or to use all or part of Liger.

6.3.   If the installation of the Upgrades requires the physical intervention of Keyline servicers, User hereby guarantees access to the key-cutting machine, expressly accepting that even during the Warranty period that intervention may involve additional costs (i.e. transfer costs for servicer etc.) calculated on the basis of prices adopted by Keyline and currently applicable (and which may be consulted by the User in the App), which will be charged to User subject to issuance of the relative invoice through the App and/or to the contact information registered on the Account.  It is agreed that if the User fails to consent to access by the Keyline servicer to the key-cutting machine, Keyline may not be liable for any detriment of any kind or nature, reported and/or incurred by User as a result of it being unable to install the Updates and/or use all or part of Liger.

6.4.   Without prejudice to the provisions of article 6.1 above, if User cancels the registration of the key-cutting machine to which the Licence is connected from the Account and the machine is subsequently registered  in the Account of another User, that User may only benefit from the Warranty for the residual period of validity; in such event however, Keyline reserves the right, at sole discretion, to extend the Warranty period, providing notice to the User through the App and/or the contact information registered in the Account.

7.      LIABILITY

7.1    Without prejudice to the provisions of articles 2.3, 3.3, 4.1, 5.6 and 6.3, User is required to indemnify and keep Keyline harmless from and against any direct or indirect adverse consequence arising out of breach of obligations undertaken by User upon entering in to these Licence Terms and Conditions, and any consequences arising out of any claim and/or procedure of any nature or kind, submitted and/or threatened by third parties and arising out of and/or connected to the Licence granted to the User and/or the use of Liger by same.

7.2    In case of non-compliance by User with the provisions of these Licence Terms and Conditions, Keyline may, at sole discretion, temporarily or definitively revoke and/or suspend and/or restrict all or part of access by the User to Liger and/or the scope of the Licence.

7.3    It is agreed that if the Licence is suspended and/or revoked and/or restricted pursuant to article 7.2, User may (i) be unable to use Liger and/or all or some of its functions, or (ii) lose all or part of the data, documents and/or information relating to and/or contained and/or archived in Liger.

7.4    It is however agreed that Keyline does not guarantee that Liger and/or one or more Updates will always be available anywhere in the world and/or on all devices, or that access to and the features and functions of Liger shall remain the same.

7.5    Since the correct visualisation and/or use of Liger by the User depends on factors outside the control of Keyline (e.g., failed or poor internet connection, failed installation of paid Updates following the Warranty period, etc.), Keyline may not be liable in any way for the incomplete and/or failed use of Liger and/or of all or part of its functions by the User.  Equally, Keyline may not be liable for direct or indirect damages and/or losses incurred by User as a result of faults and/or malfunctions of any kind in the telephone and/or internet network, misuse and/or malfunctions of the software and/or hardware through which the User uses Liger or the use of and/or an attack on Liger by illegal and/or damaging computer programmes (e.g., malware and the like).

8.      PERSONAL DATA PROCESSING

8.1    By way of acceptance of these Licence Terms and Conditions, User declares that it has full knowledge of and expressly accepts the Privacy Policy prepared by Keyline, in accordance with applicable laws, and acknowledges that Keyline may acquire and process User’s personal and sensitive data in accordance with and for the purposes provided in the Privacy Policy.

9.      DISPUTES AND JURISDICTION

9.1    These Licence Terms and Conditions are governed by Italian law.

9.2    In case of disputes relating to the validity and/or interpretation of these Licence Terms and Conditions, the Court of Milan shall have exclusive jurisdiction or, in case of disputes with non-professional Users, the Court for the place where the User resides or is domiciled.

10.   MISCELLANEOUS

10.1  The application of these Licence Terms and Conditions shall be without prejudice to the validity and effectiveness of the General Terms and Conditions and/or of any other specific agreements entered into by and between Keyline and User, provided that, in case of conflict, the latter shall prevail over the provisions of the Licence Terms and Conditions.

10.2  The invalidity or ineffectiveness of one or more clauses of these Licence Terms and Conditions shall not result in the invalidity or ineffectiveness of these Licence Terms and Conditions which shall remain in full force and effect within statutory limits, and within the meaning closest to the parties’ intentions.

10.3  If these Licence Terms and Conditions are translated into another language, it is agreed that the Italian version shall prevail.

10.4  Any communication addressed to Keyline and relating to these Licence Terms and Conditions shall be made by User using the specific section of the App, or by email to the address [•].

[Note: for non-professional Users only: Pursuant to and for the purposes of sections 1341 and 1342 Italian Civil Code, User declares that they have read, understood and specifically approved the above contractual conditions and in particular those under articles: 1 (User Licence), 2 (Procedure for granting the licence), 3 (Validation), 4 (Updates), 5 (Use of Liger), 6 (Warranty), 7 (Liability), 9 (Disputes and jurisdiction), 10 (Miscellaneous).]