End Users License Agreement (EULA) for the software Deepser

Preconditions

This Agreement describes the terms and conditions under which the company Deepser S.r.l., creator and owner of the Deepser software, grants it a limited, annual, non-transferable and non-exclusive license to use.
By accepting the Contract or using the Software, the User accepts all the conditions and consents to the transmission of some information during the activation and during the use of the Software in compliance with the privacy information displayed on the website https://www.deepser.com/privacy-policy/ If you do not accept these conditions and do not comply with them, you may not use the Software or its features.
The Contract applies to the Deepser software, whether it is used in the cloud or used on premise, and regardless of whether it is purchased from a Reseller or installed directly by the User; it also applies to any other content included in the Software, as well as any updates, supplements and services related to the Software, unless these are accompanied by specific conditions.
Please read all the following conditions carefully before downloading, installing or using the Software; by clicking on the “accept” button, and / or installing the Software, the User acknowledges having read and signed the terms of this EULA and agrees to be legally bound by his terms and conditions. If you select “I do not accept” the installation process will not be completed: if the User does not accept these terms, he will not be able to install or use the Software.
We recommend that you save this document on your Device and, if necessary, keep a printed copy of it.

Definitions

Unless otherwise stated later in this Agreement, the words with the initial capital letter listed below will have the meaning given below:
i. “Contract”: means this EULA agreement, End Users License Agreement.

ii. “Deepser” or “Company”: refers to Deepser Srl, a limited liability company based in Ponte d’Oro no. 8 / E, 36015 Schio (VI), Italy.

iii. “Device”: means any physical hardware system equipped with an internal storage device or reachable via the network (cloud) that allows the Software to be executed.

iv. “License”: means the license for use, limited and annual, non-transferable and non-exclusive, on the Software.

v. “Reseller” means the subject (person, entity or company) authorized by Deepser to grant the License.

vi. “Support Services”: means the support services indicated in Annex A to the Contract.

vii. “Server”: means a single piece of hardware that allows the installation of the Software on your Device.

viii. “Software”: means the software, in object code format, owned by Deepser and made available to the User together with this Agreement, including the Main System in addition to (1) any third party software incorporated; (2) related written explanatory material (“Documentation”); and (3) any patches, updates, modified versions, additions, service packs and any upgrades provided by the Company from time to time (“Updates and upgrades”).

ix. “Main System”: indicates the ITSM management system, known as “Deepser” in the edition stipulated in the license program to which you have subscribed, while it is installed on your server and accessible through any network.

x. “User” means the licensee to whom, after accepting the terms and conditions of this Agreement, Deepser grants the License and refers to the person who is (1) assigned an Administrator Account or (2) assigned a Non-Administrator Account.

xi. “Administrator Account”: means every single profile of a User characterized by his own username and password which allows access to the Main System in administrator mode.

xii. “Non-Administrator Account”: means every single profile of a User characterized by his own username and password which allows access to the Main System in non-administrator mode.

xiii. “End Point”: means any hardware-based station monitored by the Main System, including but not limited to personal computers, laptops, network printers, servers, screens, mobile devices.

xiv. “Price”: means the annual fee payable by the User for obtaining the License quantified as a result of the configuration requested by the User by applying the calculation methods indicated on the website https://www.deepser.com/price/ and / or those proposed and agreed with the Retailer to be changed by Deepser at every renewal.

xv. “Demo Version”: means the license on the Deepser Software of weekly duration, non-renewable, limited, non-transferable, non-exclusive, intended solely for testing the utility of the Software for the User.

1. Object – License

1.1 The premises, definitions and attachments form an integral part of the Contract.

1.2 The Software is not sold but licensed to the User. As long as the User complies with all the conditions contained in this contract, Deepser grants him a limited, temporary but renewable, non-exclusive and non-transferable license to: i) download, install and use a single copy of the Main System on a Server; ii) download, install and use on End Point the number of Administrator Accounts for which the Price has been calculated and paid (two different Administrator Accounts used by a User must be considered as two different accounts);

2. Effectiveness or starting date of the contract

The Contract will become effective upon payment of the Price.
The effectiveness of the License is subject to complete and unconditional acceptance of this Agreement.

3. Duration

3.1 The paid version of the License has an annual duration starting from the day the License is activated.
The Contract must be renewed by the User at each deadline by paying the Price; the renewal must be carried out following the instructions that the Company will transmit by email near the end of the Contract and in any case within the following terms: 1) 30 days before the deadline; 2) the day before the deadline.
If the Contract is not renewed, the Main System will be inaccessible to the User as per deadline.

3.2 The Demo Version will expire automatically on the seventh day since the License was activated; the Demo Version cannot be renewed unless there are specific agreements with the Company. If the User selects this option, this License will be considered to be of weekly duration from the activation of the Software, non-exclusive, non-transferable and limited.

3.3 If the License is not renewed, Deepser undertakes to keep the data entered by the User in the Main System for the period indicated in art. 9.

4. Price

4.1 The price of the License will be the one resulting from the configuration available at the link https://www.deepser.com/price/or the different one applied by the Reseller.

5. Changes to the Contract and the Software

5.1 Deepser reserves the right to update the technical specifications of the Software at any time to improve its performance and functionality. If the change involves new methods of use, these will be communicated to the User and published on the website https://www.deepser.com/

5.2 The Company also reserves the right to vary the prices of the License at any time due to increases in operating costs by publishing the new price lists on the website https://www.deepser.com/ or communicating them directly to the User. The change will be effective starting from the renewal of the next Contract.

6. User obligations and responsibilities

6.1 The activation of the Software by the User does not give him any right on the techniques and procedures contained in it which remain the property of Deepser and cannot be used for purposes other than those indicated within the website https://www.deepser.com/

6.2 The User may not and cannot, in any case, grant, either for free or against payment, the Software in use or to sublicense it to third parties, including parent companies, subsidiaries or belonging to the same group as the User.

6.3 The User may not transfer to third parties (as defined in the previous paragraph), even partially, the alphanumeric codes (called usernames and passwords) necessary for the use of the License, assuming the custody and obliging, in particular, to preserve them with the utmost care and confidentiality and to answer to the Company and any third parties in case of violation, even partial, of the obligations imposed on it by this paragraph.

6.4 The User remains the only responsible for the truthfulness and correctness of the data entered in the Software.

6.5 The User has taken note of the website https://www.deepser.com/of the functionalities offered by the Software and with the activation of this License it recognizes and declares that they are adequate for the needs for which it subscribes the License itself. Therefore, no responsibility can be charged to Deepser, even implicitly, if the use of the Software does not fulfil the needs of the User or does not involve the efficiency and time savings that are expected.

7. Obligations of Deepser and guarantees – limitation of liability

7.1 Deepser undertakes to ensure the continuity and quality of the service offered by the Software as described on the website https://www.deepser.com/

7.2 Deepser guarantees that the Software complies with the technical and functional characteristics described in the official website https://www.deepser.com/ This warranty, conditional on the proper functioning of the User Device and its correct use, refers exclusively to functional defects that are inherent in the Software. Therefore, it does not extend to malfunctions due to incorrect use and / or atypical use of the Software.

7.3 Deepser undertakes to maintain the Software covered by this Agreement under conditions such as to guarantee the functionality necessary for the agreed use.

8. Support – maintenance and updating

8.1 Deepser S.r.l. only offers the Support Services listed in Attachment A.

8.2 The Software periodically checks for updates to the system and downloads and installs them on behalf of the User. The User can only obtain updates from Deepser or other authorized sources. By accepting this Agreement, you agree to receive these types of automatic updates without any further communication.
In any case, Deepser, in its sole discretion, may update the Software to the most recent versions released and, in this case, Deepser will not be required to keep any previous version of the Software.

9. Back-up of User data

9.1 The User may backup the data entered in the Software at any time and for the entire duration of the License by request to Deepser.

9.2 If the License, in case of cloud installation, expires without being renewed by the User, Deepser will keep the data backed up for a period of 7 days.

9.3 The User acknowledges and agrees that, after 7 days from the termination of the License, it will no longer be possible to recover the data, information and any other content entered into the Software; the user assumes the burden, now and then, of obtaining a copy of such data and information promptly before the definitive termination of the License, freeing Deepser from any responsibility.

9.4 The User releases Deepser from any liability for any loss or total or partial damage to the data or information entered by the User.

10. Exclusion of liability for indirect damages

In no event shall Deepser be liable for damages (including, without limitation, loss or loss of earnings, business interruption, loss of stored information or other economic losses) resulting from the use of the Software or hacker attacks, even in the in the event Deepser has been advised of the possibility of such damages, except as provided by law. In any case, the responsibility of Deepser under this Agreement, will be limited to an amount corresponding to that actually paid for the Software, which the parties predetermine as a penalty.

11. Intellectual property

11.1 The User acknowledges and accepts that:

i. Deepser is the sole owner of the Software as well as of all its copies, regardless of the medium used or the form. The License does not imply the sale of the Software or any subsequent copy.

ii. Any changes and implementations made to the Software even if carried out at the User’s request remain the property of Deepser.

iii. Deepser retains all rights to the concepts, ideas, know-how or techniques relating to the operation of the Software licensed to the User.

iv. The License does not grant any rights to the source code of the Software. All the techniques, algorithms and procedures contained in the Software and in the “Documentation” are information protected by copyright and are the property of Deepser.

11.2 Any activity or behaviour of the User which, negligently or intentionally, jeopardizes or violates the rights of Deepser described above, will be considered a serious breach of contract and will entail, in addition to the immediate termination of the License, also the right of Deepser to request and obtain compensation for every charge, cost, direct and indirect damage that may derive from this behaviour.

12. Termination of the contract – express termination clause

12.1 Any breach by the User of the obligations contained in the articles 4, 6, 11 and 14 will result in the immediate termination of the contract pursuant to art. 1456 of the Civil Code, without prejudice to Deepser’s right to compensation for any other damage suffered.

12.2 The termination of the right pursuant to the previous point occurs when Deepser informs the User of the intention to use the express termination clause.

13. Force majeure

13.1 Deepser will not be responsible for the non-fulfilment of any of the obligations provided for in the contractual relationship if the cause is an event beyond its control, not foreseeable and unavoidable. For the purposes of this clause and without the following list being considered exhaustive, an event of force majeure will include: declared and non-declared wars, natural cataclysms, explosions, fires and destructions boycotts, strikes and lock-outs of any kind legitimate Authority acts or not, epidemics.

13.2 If an event of force majeure occurs, the party who suffers the consequences of defaulting will immediately inform the other party in writing of the occurrence of such event.

13.3 For the entire period in which the force majeure event or its effects will remain, the defaulting party will not be held responsible for its inability to perform the obligations whose performance is prevented by the force majeure event, without prejudice to the said obligations will be fulfilled as soon as possible and after the event of force majeure ceases.

14. Confidentiality clause – privacy

14.1 The User undertakes to keep the technical aspects and the solutions adopted in the Software confidential. This also applies to any special customizations made to you.

14.2 Deepser undertakes to implement all the measures necessary to guarantee the security of the data provided by the EU Regulation 2016/679 and implemented with the Legislative Decree 101/2018.

14.3 Some of the features of the Software involve sending or receiving data when they are used. By accepting the Contract and / or using the Software, the User agrees that Deepser may collect, process and disclose the data in the ways indicated in the privacy policy which can be viewed and downloaded from the website https://www.deepser.com/privacy-policy/

15. Entire agreement – safeguard clause

15.1 This Agreement, including the premises and attachments, constitutes the only agreement that governs the License granted by Deepser.

15.2 Deepser may unilaterally change the terms and conditions of this Agreement, from time to time, by publishing a modified copy of the EULA on its website https://www.deepser.com/ . These changes will be effective and binding as of the publication of the notice, unless a different effective date is specified. We therefore recommend that you access our website from time to time in order to promptly view these changes.

16. Applicable law and competent court

16.1 The Contract is regulated and interpreted according to Italian law.

16.2 All disputes arising from this Agreement, including those relating to its validity, interpretation, execution and termination, will be the exclusive responsibility of the Court of Vicenza.

17. Attachments

Attachment A: Support Services

Attachment A

This document describes the support services of Deepser S.r.l. These services are available only in the respective Terms (as defined in the Agreement) and are subject to full payment of the annual License Fee.
Without prejudice to the Contract and the above, Deepser S.r.l. will provide support services and error correction (the “Support Services”) to the user, as follows:

1. Support requests and the communication support team are available online and by phone for both technical and user questions (working time and connection method of the support team are available on the Deepser website – www.deepser.com and may change from time to time at the discretion of Deepser Srl).

2. Software Support Services consist of technical support and assistance via e-mail and telephone to the utilizer of an administrator user account. Support services consist of receiving, classifying and recording support requests and their assignment to Deepser technical specialists who remain responsible for resolving problems (through remote or other troubleshooting) up to their resolution.
A problem is considered solved when: or the software substantially complies with its specifications; or you have been advised how to correct or bypass the error; or you have been informed that the correction of the error will be available through a future software update, or through a future update package or through a documentation update; or it has been discovered that the problem is a hardware error; or it has been discovered that the problem falls into the category not covered by the Support Services and the user has been informed.
If it is established that the problem was due to your error in the use of the Software or to any modification (including any changes to the database definitions, structure or data integrity) that has not been made nor authorized by Deepser Srl, you must pay Deepser a special support commission. “Special support commission” indicates the standard commercial times and material tariffs defined by us and any reimbursement of all reasonable out-of-pocket expenses involved in the investigation of the problem.
If the critical and / or important technical problem must be solved with a future software update, or through a future update package or through a documentation update, Deepser will make commercially reasonable efforts to advise you on how to circumvent the error.
If necessary, you will allow Deepser to remotely initiate troubleshooting and make one or more of your employees available to Deepser, who have the skills and experience to follow troubleshooting together with Deepser through its services:
Support services do not include (1) any support or on-site assistance at your site, (2) installation of any of our products, (3) any advance sales or training on Deepser or (4) preparation and / or delivery of any documentation other than the existing documentation on the product (e.g. instructions for specific customer activities).

3. Software Updates: any software installation package issued by us after initial software installation is considered an update. Secondary update is a version that contains bug fixes, improving ease of use and providing minor extensions to the functionality of the software. The main update is a version that substantially modifies or extends the functionality of the software compared to the previous version (such as new modules, etc.).
During the period in which you are eligible for support services from us, you will be granted the right to receive and install all minor updates to the initially installed version. The installation of a major update, however, may or may not require an upgrade fee, which is at the sole discretion of Deepser S.r.l.

4. Exceptions from support services: support services provided by Deepser under this Agreement do not include: or Maintenance or repair of hardware or other equipment belonging to the user; or Maintenance or modifications to any software, regardless of whether such software is necessary or not for the use of the Software; or Service requested due to improper use of the Software or alterations or changes to the same that have not been authorized or performed by us (including any changes to the database definitions, data structure or data integrity). At your request, Deepser S.r.l. will review any changes to the Software that you make to determine if such changes invalidate Deepser’s rights or instructions. Deepser S.r.l. will promptly confirm his will in writing. You will be charged a special support fee for this review and a description of Deepser S.r.l.