General terms and conditions of use for software products – V05062025
These general conditions govern the terms and conditions of the software license granted to the customer (“Licensee”) by the Licensor, as defined below.
“Licensor” means:
(i) YouCo S.R.L., with registered office at Viale Andrea Doria 7, 20124 Milan, tax code and VAT number 06089320961 (“YouCo”).
“Licensee” means the customer who will use the license granted by the Licensor.
Licensor and Licensee are hereinafter jointly referred to as the “Parties”.
The Offer (hereinafter also the “Agreement”) represents the agreement between the Parties.
“Solution” means the coordinated and integrated set of software products, licenses, hardware equipment, documentation, and ancillary services (such as installation, configuration, customization, assistance, and maintenance).
By issuing the purchase order, the Licensee accepts the conditions indicated in the Offer.
The following is agreed and stipulated:
1. Subject Matter
1.1. The Licensor grants to the Licensee, who accepts, a non-exclusive license to use (hereinafter the “License”) the software indicated in the Offer (the “Software”), including any storage media on which the latter were received. YouCo and its Licensors remain the exclusive owners of any right, title, and interest relating to the services and the Software. Except as stated in these Conditions, YouCo does not guarantee and does not transfer any rights to patents, copyrights, trade secrets, trademarks, or other rights relating to the elements contained in the services and the Software. YouCo reserves all rights not granted under these Conditions.
1.2. The License is granted solely for the following use: uses provided for in the Offer and purchase order.
1.3. The License is granted for the territory of Italy (hereinafter the “Territory”), unless otherwise agreed in the Offer.
2. Non-transferability of the License and prohibition of sublicensing
2.1. The License covered by this Agreement is non-transferable. Non-transferability remains even in the event of the sale of the business or a branch thereof. The Licensee therefore undertakes not to transfer this License, nor the rights and obligations arising from it, to third parties. In particular, the Licensee may not contribute the License to a company already formed or to be formed, except with the prior written consent of the Licensor.
2.2. The Licensee has no right to grant sublicenses except with the written consent of the Licensor.
3. Duration
3.1. Within 10 working days of receiving the order signed by the Licensee, YouCo will notify the latter by e-mail, or other written means, of the activation of the License for the services related to the purchase order. Therefore, this License will enter into force from the aforementioned date of communication of activation.
3.2. There are two ways to acquire a right to use YouCo products: the trial license (hereinafter “Trial License”) and the License.
3.3. Trial License
3.3.1. The Trial License is granted free of charge to allow the customer a period to verify the product before a possible purchase.
3.3.2. The Trial License can have a maximum duration of 1 week, unless different agreements have been established with the customer in the Offer.
3.3.3. The maximum number of Trial Licenses per individual customer is 5.
3.3.4. Trial Licenses are not renewable; upon their expiry, the customer loses the right to use the product. If interested in confirming the right to use the product, a new License agreement must be signed.
3.4. License
3.4.1. The minimum duration of a License is 12 months.
3.4.2. With the purchase order, the customer has the possibility to choose between two methods of purchasing the License, corresponding to different periods of usability/duration: monthly or annual.
3.4.3. Monthly duration/usability
3.4.3.1. The License with monthly duration/usability is necessarily linked to a monthly fee.
3.4.3.2. The license with monthly duration/usability provides for automatic paid renewal, unless canceled, for the same period expressly indicated in the purchase order.
3.4.3.3. The Customer has the possibility to cancel a License with monthly duration/usability by sending a formal written cancellation with at least three months’ notice before the end of the period indicated in the purchase order.
3.4.4. Annual duration/usability
3.4.4.1. The purchase order may provide for one of two options: automatic renewal or termination at the end of the period indicated in the purchase order.
3.4.4.2. In the case of automatic renewal, the License is renewed for the same period provided for in the purchase order.
3.4.4.3. In the case of termination, the license must be expressly renewed through the issuance of a new purchase order; otherwise, it is considered terminated upon the expiry of the term indicated in the Offer.
3.4.5. Upon expiry of the Agreement or in the event of its termination for any reason, all obligations of the Licensor are considered terminated.
4. Licensor’s Trademarks
4.1. The Licensee undertakes not to use, both during the period of validity of the License and after its eventual termination, a firm, name or company name, sign or trademark identical to and/or confusingly similar to the Licensor’s trademarks, likely to cause deception or confusion among consumers. Furthermore, the Licensee guarantees that neither during nor after the termination of this Agreement will they change their name to a name similar to that of the Licensor or similar to one of its trademarks.
5. Licensee’s Obligations
5.1. The Licensee undertakes to comply with the conditions and terms indicated in this License and in particular to use the License, the related services, and the Intellectual Property in such a way as not to damage the prestige, decorum, and/or reputation of the Licensor.
6. Verifications and controls by the Licensor
The Licensor, also for the purpose of verifying any violations of the provisions of the subsequent Art. 11, has the right to carry out verifications in two ways:
- By sending its representatives to the Licensee at any time, without notice, in order to inspect the Licensee’s operations and to ensure that the Licensee complies with the provisions of this License.
- By carrying out verifications with the aid of computer programs (e.g., by the latter automatically sending the Licensor the identification data of the Licenses and the information necessary to validate them present on the user’s systems). The Licensee expressly authorizes the Licensor and, in any case, YouCo to use, for validation purposes, the information collected as part of the verification activities listed above.
By signing this agreement, the Licensee declares to fully accept all the conditions and stipulations contained therein and, consequently, expressly and irrevocably waives any objection or opposition both regarding the performance of the inspection activities provided for contractually and regarding the acceptance of any irregularities that may be found and recorded during said inspections.
7. Liability
7.1. In no case shall the Licensor be liable for damages (including, without limitation, damage for loss of profit or earnings, business interruption, loss of information, and other economic losses) deriving from the exploitation of the license for use, except in cases of willful misconduct or gross negligence.
8. Protection Obligations
8.1. The Parties mutually undertake to notify each other, as soon as they become aware of them, of alleged violations, infringements, and/or disputes regarding the intellectual property relating to the License and the Software. In such cases, the defense strategy to be adopted must be previously agreed upon between the Parties. In case of disagreement, the final decision shall in any case rest with the Licensor.
8.2. The Licensor declares that, to the best of its knowledge, the intellectual property does not violate the exclusive rights of third parties and there are no other causes for nullity.
8.3. In the event of a dispute by third parties claiming that the use of the intellectual property is unlawful, the Licensee may not claim the refund, even partial, of the fees paid, nor the expenses incurred in relation to this License, nor compensation for damages suffered.
8.4. In the event that the nullity of the title is judicially declared, the termination of the License will coincide with the date on which the relative judgment becomes final. Any sums paid as consideration for this License shall not be returned.
9. Termination of the License
9.1. After the termination of this License due to the expiry of its natural term or in the event of early withdrawal or termination of the Agreement, the Licensee shall cease using the License for Use with immediate effect and shall destroy any material relating to the use of such License.
10. Consideration
10.1. For the granting of this License, the Licensee undertakes to pay the Licensor the consideration defined in the Offer.
10.2. In the event of non-payment or late payment of any sum due under the Agreement, the Licensee will automatically lose the benefit of the term and the Licensor will have the right to apply late payment interest on the sums due to it to the extent provided for by Legislative Decree. 231/2002. In such a case, the Licensor shall have the right to: (i) immediately suspend any performance due under the Agreement (and, therefore, also to inhibit the use of the Software and suspend the provision of services); and/or (ii) terminate the Agreement by simple written notice pursuant to Art. 1456 of the Civil Code; and/or (iii) also suspend any performance due under any other existing contracts with the customer (including the right to inhibit the use of the software licensed under such contracts and to suspend the provision of any service related to them), without prejudice in any case to the Licensor’s right to withdraw at any time from such other eventual contracts.
10.3. By way of derogation from the provisions of Art. 1460 of the Civil Code, the Licensee waives the right to raise any disputes or exceptions without having previously fulfilled its payment obligations under this Art. 10.
11. Modifications
11.1. In the absence of prior written authorization issued by the Licensor, the Licensee is expressly prohibited from carrying out the following activities on the intellectual property referred to in Art. 64 bis letter b, Law of April 22, 1941, no. 63: translation, adaptation, transformation, and any other modification of the intellectual property, including the correction of errors, as well as the reproduction of the resulting work.
11.2. Any form of modification or intervention on the source code is expressly prohibited to the Licensee, including any form of development, updating, implementation of new features, and any other intervention or use that is not relevant to the purposes indicated in the contract stipulated between the parties. The Licensee, aware that any unauthorized modifications to the source code may compromise the stability, functionality, and security of the software, undertakes not to copy, disassemble, decompile, reverse engineer (i.e., the process of analyzing and decoding the code) or otherwise modify the source code of the software or attempt to do so, nor to translate, adopt, or create derivative works from it, without the explicit written authorization of the Licensor.
11.3. In the event of a material breach of the terms of this license by the Licensee, and without prejudice to any other right of the Licensor, the Licensee shall pay the Licensor an amount equal to 36 (thirty-six) months of the Solution fee (the economic value of the fee refers to the recurring consideration paid to YouCo or to YouCo’s partner in the case of sales through a channel) as a penalty, pursuant to and for the purposes of Art. 1382 of the Civil Code.
It is understood that this penalty does not prejudice the Licensor’s right to request and obtain compensation for further and greater damage actually suffered, including, but not limited to, damages resulting from loss of market opportunities and lost profits, damage to the reputation and image of the Licensor and the Solution, investigation, legal, and expert costs incurred to ascertain and prosecute the violation, and costs for restoring any compromised systems or altered data.
12. Ownership
12.1. The Licensor holds ownership of the original intellectual property and all copies, regardless of the medium or form used. This License does not imply the sale of the original intellectual property, nor of any subsequent copies.
12.2. Any modifications and implementations remain the property of the Licensor even if carried out at the request of the Licensee.
12.3. The Licensor retains all rights to the concepts, ideas, know-how, or techniques relating to the operation of the intellectual property.
12.4. The License does not grant any rights to the original source code. All techniques, algorithms, and procedures contained in the intellectual property and the related documentation are information protected by copyright and are the property of the Licensor; therefore, they cannot be used in any way by the Licensee for purposes other than those indicated in this License.
13. Defects, damages, and limitation of liability
13.1. The Licensor is not required to intervene in the event of defects or failures, malfunctions, and subsequent defects, except in the presence of a regular License currently in force, and provided they are not attributable to unforeseeable circumstances, force majeure, incorrect installation, improper use by the customer, errors or omissions of the Licensee, or defects in the computer or system intellectual property.
For intervention conditions, refer to the “Warranty Agreement”.
13.2. The Licensor cannot in any way be held responsible for disruptions and/or damages caused by the use of the intellectual property in the event of:
- tampering or interventions that compromise the correct functioning of the intellectual property carried out by the Licensee’s personnel or by third parties not authorized by the Licensor;
- incorrect use of the intellectual property by the Licensee or by operators or authorized third-party users;
- improper functioning of hardware or software used by the Licensee, the maintenance of which is not performed directly by the Licensor;
- total or partial interruption of the local access or call termination service provided by a telecommunications operator and/or the internet network;
- non-compliance, defaults, and violations of the law attributable to the Licensee, such as, by way of example but not limited to, violations of Legislative Decree no. 81 of April 9, 2008, or privacy regulations.
13.3. It is understood that any modifications made directly by the Licensee to the intellectual property will result in the immediate termination of all warranties.
14. Data ownership and Licensee’s responsibility
14.1. The Licensee acknowledges and accepts that all data, information, and/or content uploaded, transmitted, stored, or otherwise processed by it through the Applications covered by this License (hereinafter, the “Licensee’s Data”) are and remain the exclusive property of the Licensee itself, which retains every right, title, and interest in them. The Licensee declares to be the data controller of the Data in question pursuant to Regulation (EU) 2016/679 (“GDPR”).
14.2. The Licensor acts exclusively as a provider of software tools and, where applicable, as a data processor limited to the technical activities strictly necessary for the provision of the requested services, in accordance with the instructions given by the Licensee or the system administrator. It is understood that the Licensor does not exercise any control, verification, management, selection, modification, or supervision over the Licensee’s Personal Data, nor over the processing carried out by the latter through the Applications.
14.3. The Licensee shall indemnify and hold the Licensor, as well as its directors, employees, collaborators, and agents, fully harmless from any liability, claim, damage, penalty, cost, or expense (including any legal fees) deriving from:
- any processing of Personal Data carried out by the Licensee through the Applications in violation of the applicable legislation;
- the failure to acquire suitable legal bases for the processing;
- the violation of the rights of data subjects or third parties;
- any use of the Applications by the Licensee not in compliance with the provisions of this Agreement or the Licensor’s instructions.
14.4. The Licensee undertakes to use the Applications in full compliance with current legislation on the protection of personal data and, in general, with the applicable legislation. It is the exclusive responsibility of the Licensee to ensure that the Personal Data in question are collected and processed lawfully, as well as to ensure the adoption of technical, organizational, and security measures appropriate to the risks associated with the processing carried out.
15. Confidentiality
15.1. With the sole exception of disclosure obligations imposed by applicable legal provisions or by orders of competent authorities, the Licensee undertakes to keep strictly reserved and confidential, not to disclose to third parties, and not to use, except as strictly necessary for the purposes of executing this License, any data or information of which it has been made aware or has simply come to know in any form and/or on any medium during and/or as a result of the negotiation, signing, and/or execution of this License (hereinafter the “Confidential Information”).
15.2. The Licensee therefore undertakes not to communicate and not to disclose, during this License and even after its termination, in any way and by any means, the Confidential Information of which it has become aware.
15.3. The Licensee undertakes, also pursuant to Art. 1381 of the Civil Code, to ensure that all third parties to whom the Confidential Information will be made available for the purposes of executing the License (including its own employees) act in compliance with the confidentiality obligations mentioned above.
15.4. The violation, even partial, of the aforementioned prescriptions, in addition to giving the Licensor the right to withdraw from this License with immediate effect, without obligation of notice or compensation of any kind, will entail the right of the Licensor itself to compensation for damages.
16. Termination
16.1. The Parties jointly declare that this License will be terminated by right, pursuant to and for the purposes of Art. 1456 of the Civil Code, by written communication via registered letter with return receipt or via PEC, in the event of non-fulfillment of one of the obligations provided for by Articles 4. Licensor’s Trademarks, 5. Licensee’s Obligations, 6. Verifications and controls by the Licensor, 10. Consideration, 11. Modifications, 15. Confidentiality.
16.2. Furthermore, each Party may terminate this agreement by written communication via registered letter with return receipt or via PEC, if the other Party is in a situation of insolvency or is put into liquidation or is in any case subject to insolvency proceedings or undertakes or undergoes similar actions as a consequence of a debt, or ceases its activity for any situation.
The Licensor’s right to obtain compensation for all damages suffered remains in any case reserved.
17. Election of domicile
17.1. For any communication and notification, the Parties elect domicile at the addresses indicated in the online license header form delivered simultaneously with the Offer.
17.2. In case of change, each Party must promptly communicate to the other any modification of the addresses referred to in the previous point. In case of failure to notify, communications and notifications will be understood as correctly received.
18. Expenses
18.1. All procedures and all expenses aimed at obtaining the transcription of this License at the competent office will be borne by the Licensee.
19. Applicable law and dispute resolution
19.1. This Agreement is governed by Italian law.
19.2. All disputes that may arise regarding the interpretation, validity, and execution of this agreement shall be referred to the exclusive jurisdiction of the Court of Milan, with any other rule of judicial jurisdiction being consensually waived.
20. Privacy policy
20.1. The Parties mutually undertake to process personal data in accordance with the applicable legislation and mutually authorize each other to communicate their personal data to third parties in relation to the fulfillments, rights, and obligations connected to the execution of this Agreement.
20.2. Such collected data will not be transmitted to third parties in any other case, except in cases of express consent, orders from the Judicial Authority, or fulfillment of a legal obligation.
20.3. Personal data will be kept for the time necessary to fulfill said purposes.
20.4. The Parties have the right to request access to personal data, rectification, deletion of the same, limitation of processing, the right to object to their processing, the right to data portability, as well as the right to lodge a complaint with the Privacy Guarantor or the relative supervisory authority.
21. Market withdrawal and replacement of software and services
21.1. The customer acknowledges that the Software and the environments in which they operate are subject, by their nature, to constant technological evolution which can determine their obsolescence and, in some cases, the opportunity for market withdrawal and, possibly, replacement with new technological solutions. Therefore, YouCo may decide, at its sole discretion, during the term of this Agreement, to withdraw the Software and/or related services from the market (possibly replacing them with new technological solutions). In such a case:
- (i) the Licensor must communicate in writing (e.g., by e-mail) to the Customer, with at least six months’ notice, that YouCo intends to withdraw one or more Software and/or services from the market (each of them the “Obsolete Product”);
- (ii) the communication referred to in point (i) above (the “Withdrawal Notice”) must contain a description of any new product or service (the “New Product”) that will replace each Obsolete Product, it being understood that the New Product may be based on different technologies than those on which the Obsolete Product is based;
- (iii) where the Obsolete Product is not replaced by any New Product, the Agreement will cease to produce effects with reference to the Obsolete Product on the date that will be indicated in the Withdrawal Notice itself (in any case not earlier than the last day of the sixth month following the date of the Withdrawal Notice); from that date, the Obsolete Product will cease, as the case may be, to function or be provided and the customer will be entitled to the refund of the portion of the consideration possibly already paid for the period in which they will not be able to enjoy the Obsolete Product;
- (iv) where the Obsolete Product is replaced with a New Product, the customer will have the right, exercisable within 15 days from the date of the Withdrawal Notice, to withdraw from the Agreement with reference to the Obsolete Product with effect from the last day of the sixth month following the date of the Withdrawal Notice (the date from which the Obsolete Product will cease, as the case may be, to function or be provided), it being understood that, otherwise, the Agreement will continue to have effect (with the express exception of what is specifically indicated in the Withdrawal Notice) with reference to the New Product and every reference to the Obsolete Product shall be understood as referring to the New Product.
22. Final clauses
22.1. This License constitutes the sole agreement between the Parties with reference to the matters deduced and described therein. This pact cancels and replaces any previous other act, document, written and/or verbal agreement between the Parties on the same matters governed herein, having overall efficacy and value.
22.2. The invalidity of one or more clauses or paragraphs contained in this Agreement will not affect the remaining provisions of the License nor any part thereof. In the event that one or more of such clauses or paragraphs is declared invalid by a final decision, decree, or judgment, this Agreement shall be interpreted as if such invalid clause or point had not been inserted.
22.3. Any modification to this Agreement will not be valid and binding unless it results from a written act signed by each of the Parties.
22.4. This License will be binding on the Parties, their legal representatives, and their successors for any reason. Should any of the provisions of this License prove to be null or invalid, the others will not be affected by this fact and will remain fully valid and effective.