PRINK SOFTWARE LIMITED GUARANTEE AND LICENCE CONTRACT

READ CAREFULLY BEFORE SELECTING THE  “Agree” BUTTON ON THIS PAGE:  BY CLICKING ON THE “Agree” BUTTON OR USING OR DOWNLOADING PART OF THE  SOFTWARE (AS DEFINED IN THE FOLLOWING), THE FINAL USER ACCEPTS TO BE BOUND BY ALL THE CONDITIONS AND TERMS OF THE PRESENT LIMITED GUARANTEE OF THE SOFTWARE AND THE LICENCE CONTRACT (“Licence contract”).  IF THE FINAL USER DOES NOT ACCEPT, CLICK ON THE “Disagree” BUTTON ON THIS PAGE AND DO NOT INSTALL OR COPY THE SOFTWARE OF USE THIS AND/OR THE PRINK PRODUCT IN ANY OTHER WAY.  IF THE FINAL USER DOES NOT ACCEPT THE TERMS OF THE PRESENT LICENCE, THE USER IS ASKED TO RETURN THE PRODUCT BELONGING TO PRINK AND NON-USED SOFTWARE, AND TO REQUEST REFUNDING OF THE AMOUNT PAID WITHIN THIRTY (30) DAYS FROM THE DATE OF ACQUISITION OF THE PRINK PRODUCT . IF THE FOREGOING REQUESTS ARE NOT SATISFIED, PRINK WILL MAKE NO REFUND. 

AT THE TIME WHEN THE FINAL USER ACCEPTS TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THE PRESENT LICENCE CONTRACT, THE FINAL USER ASSUMES FULL RESPONSIBILITY FOR USE OF THE SOFTWARE AND UNDERTAKES TO USE IT LEGITIMATELY, RESPONSIBLY AND IN COMPLIANCE WITH THE TERMS OF THE PRESENT LICENCE CONTRACT.

The present Licence contract is a legal agreement between the final user (a person or a corporate body) and PRINK SRL (“PRINK”) which disciplines use by the final user of the Software installed or supplied by PRINK for use in relation to the PRINK product of the user, if the above-mentioned product or software does not otherwise form the object of a written software licence contract between the final user and PRINK or its suppliers. The term “Software” comprises instructions legible by computer, audio-visual contents (such as images and recordings) and associated supports, printed material and documentation in electronic format, inserted, distributed or destined for use of the product belonging to PRINK. 

1. 	DECLARATION OF LIMITED SOFTWARE GUARANTEE.  For the duration of the guarantee period agreed herein, PRINK guarantees that (a) the Software will function substantially as indicated in the written material provided; and (b) the supports on which the Software is eventually supplied are free of defects with regard to materials and manufacture, if used in the correct and normal way.  The guarantee period is as set out in the law and  runs from the delivery date of the Software to the first final user (“guarantee period”). This limited guarantee is applied only to the Software supports acquired new from PRINK or from an authorised retailer or distributor of PRINK products.  The present limited guarantee is not valid in relation to problems which might in any way derive from the hardware or software products of third parties. The present limited guarantee is null if the Software does not function due to accident, abuse or improper use. PRINK shall replace the Software if it is established that it is non-compliant with the present limited guarantee. THE FINAL USER ACCEPTS AND CONFIRMS THAT THIS WILL BE THE SOLE AND EXCLUSIVE REMEDY AND THE ONLY RESPONSIBILITY OF PRINK IN RELATION TO THE PRESENT LICENCE CONTRACT. The replacement of the Software is guaranteed for the remaining period of the original guarantee. 

2. 	DISCLAIMER AND LIMITATION OF GUARANTEE.  APART FROM WHAT IS EXPRESSLY PROVIDED FOR IN THE PRESENT LICENCE CONTRACT AND ON THE BASIS OF MAXIMUM LIMITS ALLOWED BY THE PRESENT LAW, PRINK AND ITS SUPPLIERS SUPPLY THE SOFTWARE (INCLUDING SUPPORTS) “IN THE PRESENT STATE”, EXCLUDING ALL THE OTHER GUARANTEES AND CONDITIONS, WHETHER EXPLICIT OR IMPLICIT, AMONG WHICH, BUT NOT ONLY, THE CONDITIONS RELATING TO ENTITLEMENT, NON-INFRINGEMENT, MARKETABILITY, SUITABILITY FOR A PRECISE PURPOSE AND ABSENCE OF VIRUSES.  AS THE LAW DOES NOT ALLOW PRINK TO EXCLUDE A COMPONENT OF THE IMPLICIT GUARANTEES FOR MARKETABILITY OR SUITABILITY FOR A PRECISE PURPOSE, PRINK LIMITS THE DURATION OF THESE GUARANTEES TO THE PERIOD SET DOWN BY THE EXISTING LAW.

        The Software can comprise internet connections to other software applications and/or web sites hosted and managed by third parties not connected to PRINK.  THE FINAL USER ACCEPTS AND CONFIRMS THAT PRINK SHALL IN NO WAY BE HELD RESPONSIBLE FOR THE HOSTING SERVICE, FOR RUNNING, FUNCTIONING, MAINTENANCE OR CONTENT OF THESE SOFTWARE APPLICATIONS AND/OR INTERNET SITES.

3. 	LIMITATION OF REMEDY.  WITHIN THE LIMITS SET DOWN BY THE EXISTING LAWS, EVERY RESPONSIBILITY OF PRINK IN RELATION TO THE PRESENT LICENCE CONTRACT IS EXPRESSLY LIMITED TO THE HIGHER SUM OF THE PRICE PAID FOR THE SOFTWARE PLUS FIVE EURO (OR EQUIVALENT AMOUNT IN ANOTHER CURRENCY).  THE SOLE REMEDY OF THE FINAL USER AGAINST PRINK IN DISPUTES RELATING TO THE PRESENT LICENCE CONTRACT CONSISTS IN SEEKING TO OBTAIN ONE OF THESE AMOUNTS, ON PAYMENT OF WHICH PRINK AND ITS SUPPLIERS, AFFILIATES OR RETAILERS SHALL BE FREE FROM ANY OTHER OBLIGATION WITH REGARD TO THE FINAL USER.  

WITHIN THE LIMITS OF THE EXISTING LAWS, IN NO CASE MAY PRINK, ITS SUPPLIERS, RETAILERS OR SUBSIDIARIES RESPOND FOR DAMAGES THAT ARE SPECIAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL (AMONG WHICH, BUT NOT ONLY, LACK OF PROFIT OR LOST EARNINGS OR SAVINGS, INTERRUPTION IN USE OR ANOTHER LOSS OF DATA OR DOCUMENTS, IMPRECISION OR DAMAGE RELATING TO THE LATTER, REQUESTS OF THIRD PARTIES OR DAMAGES TO MATERIAL GOODS, LOSS OF CONFIDENTIALITY DERIVING FROM OR IN ANY WAY CONNECTED TO THE USE OR TO THE INABILITY TO USE THE SOFTWARE OR, IN ANY CASE, IN RELATION TO PROVISIONS OF THE PRESENT LICENCE CONTRACT), IRRESPECTIVE OF THE NATURE OF THE REQUEST, AMONG WHICH, BUT NOT ONLY, INFRINGEMENT OF THE GUARANTEE OR THE CONTRACT, ILLICIT ACTS (INCLUDING GUILT OR OBJECTIVE RESPONSIBILITY), AND EVEN IF PRINK, OR ITS SUPPLIERS, AFFILIATES OR RETAILERS, WERE INFORMED OF THE POSSIBILITY OF THESE DAMAGES, NOR WILL PRINK RESPOND TO DEMANDS MADE BY THE FINAL USER BASED ON DEMANDS MADE BY THIRD PARTIES.  THE ABOVE-MENTIONED LIMITATIONS ARE VALID ALSO IF THE ABOVE-MENTIONED REMEDIES ARE IN CONTRAST WITH THE MAIN PURPOSE THEREOF.

4.	GRANTING OF LICENCE.  PRINK grants the final user a non-exclusive use licence of the Software, including the following rights, as long as all the terms and conditions of the present Licence contract are respected:
a.	Use. The final user can use the Software only for legitimate purposes. The term “use” means conserving, loading, installing, executing, viewing or using the Software in other ways.  If PRINK has granted the Software licence to the final user for simultaneous use, the final user is obliged to limit the quantity of authorised users to the number specified in the contract with PRINK.  The final user may not separate the Software components in order to use them on more than one computer.  The final user accepts not to use the Software, wholly or in part, in such a way as to overwrite, modify, remove, obscure, alter or reduce the visibility of marks, denominations or commercial aspect or communications relating to intellectual property which appear on a computer screen as a normal effect or result of the Software.
b.	Copy. The final user may make only one (1) copy of the Software, solely for purposes of backup, storing or installation, with the condition that the copy must contain all the notifications relating to ownership of the original Software.  The final user is not authorised to copy the Software on a public or distributed network.
c. 	RESERVED RIGHTS. All the rights, ownership and interests, including copyright and any other rights to intellectual property contained in the Software and connected thereto, including fonts, are the property of PRINK and/or its suppliers and are protected by the existing regulations relating thereto.  The present licence contract does not grant the final user any right to use trade marks or other marks belonging to PRINK. PRINK reserves all right not expressly granted to the final user in the present contract.
d. 	OTHER SOFTWARE.  Notwithstanding the terms and conditions of the present licence contract, the whole Software or part thereof forming the software supplied by third parties or by virtue of a public licence (“other Software”) is granted under licence to the final user according to the terms and conditions of the software licence contract that follows the other Software, whether in the form of a distinct contract, a licence appearing on the packaging or an electronic licence on the date in which it was downloaded or installed.  The use of the other Software by the final user is entirely disciplined by the terms and the contract of that licence.

5.	TRANSFER.  The final user can transfer the Software to another final user.  This transfer must include all the software components, supports, printed material, updates, additions and the present licence contract and the final user may not keep copies of the Software or components thereof.  The transfer must not be indirect, such as a delivery contract, a rental contract or a use contract.  Before the transfer, the final user receiving the transferred Software must accept all the terms of the present licence contract.  In any case, use by a licensee of part of the PRINK contract (including the Software) constitutes acceptance by the licensee of all the terms of the present licence contract.  The licence of the final user ceases upon the act of transfer of the Software.  The final user shall not rent, grant a sub-licence, nor transfer the Software, wholly or in part, except in cases expressly permitted in the present licence contract. Transfer in infringement of the present article is null and ineffective and incurs the ipso facto dissolution of the present licence contract.

6.	UPDATES.  Use by the final user of the Software identified as an update requires the licence for the original Software identified by PRINK as being authorised for updating.  Once updated, it will no longer be possible to use the original Software which gave rise to the authorisation for updating.

7.	LIMITATIONS TO REVERSE ENGINEERING.  The final user may not modify, decrypt, perform reverse engineering, disassemble, de-compile or translate the Software in any other way, or aid or in any way facilitate others to do so, except within the limits expressly allowed according to existing regulations for purposes of interoperability, error correction and security testing.  In a case where the final user is in possession of rights envisaged by the law, the final user shall write to PRINK stating its intention to proceed with activities of reverse engineering, disassembly or decompilation.  The final user may not decrypt the Software except where this is necessary for legitimate use of the Software.

8.	FURTHER SOFTWARE.  The present licence contract is applied to updates or additions to the original Software supplied by PRINK, except where PRINK offers other terms together with the updates or additions. In a case of conflict between the present terms and the other terms, the other terms shall prevail.
 
9.	TERM.  The present licence contract is effective, save for withdrawal or annulment on the basis of subsequent provisions.  The final user can withdraw or annul the presence licence at any moment by destroying the copies of the Software, together with all relative components, modifications, documentation and additional parts in any form or otherwise as described herein.  Notwithstanding any other right or remedy, PRINK can dissolve the present licence contract, with due notification, if the final user fails to respect the terms thereof.  On dissolution, the final user undertakes to destroy the copies of the Software, together with all the relative components, modifications, documentation and additional parts in any form.  

10.	APPLICABLE LAW.  The present licence contract, as well as the validity, the interpretation and the application thereof, as well as all the problems deriving from or connected to the contract, the drawing-up, execution or infringement thereof, shall be disciplined by the Law of the Italian Republic. Application of the regulations on conflict of laws in any State is excluded.  Application of the Convention of the United Nations on contracts for international sale of goods is excluded. Application of the Uniform Computer Information Transactions Act and subsequent amendments, emanated in any State, is excluded. THE FINAL USER ACCEPTS THE ABOVE-MENTIONED CHOICE OF APPLICABLE LAW.

11.	COMPETENT LEGAL AUTHORITY. THE LEGAL ACTIONS OR PROCEDURES RELATING TO THE VALIDITY, INTERPRETATION AND APPLICATION OF THE PRESENT LICENCE CONTRACT AND THE PROBLEMS DERIVING FROM OR CONNECTED TO THE PRESENT CONTRACT, THE DRAWING-UP, EXECUTION OR INFRINGEMENT THEREOF AND ANY OTHER QUESTION CONNECTED THERETO SHALL BE DEALT WITH EXCLUSIVELY BY THE LAW COURTS OF THE ITALIAN REPUBLIC, IN THE CITY OF RAVENNA. THE FINAL USER ACCEPTS THE EXCLUSIVE COMPETENCE OF THE ABOVE-MENTIONED LAW COURTS, AND RENOUNCES, IN THE MAXIMUM MEASURE ALLOWED BY THE EXISTING LAWS, THE RIGHT TO RAISE OBJECTIONS ON THE PLACE OF PROCEEDINGS, THE DEFENCE OF OBJECTIONS TO THE LEGAL COMPETENCE AND THE RIGHT TO A TRIAL BY JURY. 

12.	RESTRICTIONS ON USE AND EXPORTATION.  The final user shall not (a) acquire, send, transfer or re-import, either directly or indirectly, the Software or a direct product thereof, derived in infringement of any existing regulation in matters of exportation, nor (b) allow the Software to be used for purposes prohibited by regulations, among which, with no limit, the proliferation of nuclear, chemical or biological weapons.

13.	AGREEMENT FOR STIPULATION OF THE CONTRACT IN ELECTRONIC FORM.  The final user and PRINK undertake to conclude the present licence contract in electronic form.  This means that by clicking on the “Agree” button on this page, or by use of a part of the product belonging to PRINK (including the Software), the final user confirms that it undertakes to accept the terms and conditions of the present licence contract and that this use has the purpose of “undersigning” a contract with PRINK.

14.	CAPACITY AND POWER TO SIGN A CONTRACT.  The final user declares that he or she is an adult according to the laws of the State in which he/she undersigns and/or accepts the contract and, if applicable, declares that he or she is legally authorised by his/her employer or by an agent thereof to stipulate the present contract.

15. 	WITHDRAWAL. Any provision of the present licence contract can be subject to withdrawal in writing and at any moment, by the party which has the right to draw advantage therefrom. Valid withdrawal following an infringement of an provision of the present licence contract is not valid, nor shall be interpreted as a renunciation of an action against a preceding or subsequent infringement. Further, non-exercising of a right or a privilege embodied in the present contract shall not be considered a renunciation of the right to exercise it at any subsequent time.

16. 	SEVERABILITY CLAUSE. Each provision set down in the present contract that is declared null, unreasonable or inapplicable by a competent judicial authority shall not encroach upon the validity of the remaining provisions and this provision, where invalid, unreasonable or inapplicable, will be considered to have been replaced by a valid and applicable provision the purpose of which shall be as close as possible to the purpose of the provision declared invalid or inapplicable.

17.	CHANGES. PRINK may modify provisions of the present licence contract together with updates or integrations of the Software. No modification added by the final user to provisions of the present licence contract shall be binding to PRINK without a preceding written approval therefrom. 

18. 	THIRD PART BENEFICIARIES. Apart from what is expressly provided for, the present licence contract shall not facilitate nor create any right or entitlement to legal action by or on behalf of persons or corporate bodies different from the parties; as long as the terms of the present contract can be modified in some way or it is possible to renounce them, or the present contract is liable to dissolution without the consent of any third party beneficiary.

19.	WHOLE AGREEMENT.  The present licence contract (including the addenda or modifications included in the Software) represents the whole agreement between the final user and PRINK with reference to the Software and any other connected object.  Notwithstanding what is expressly set out in the present document, the present terms and conditions replace every previous and contemporaneous communication, proposal and declaration, written and oral, with reference to the Software or another object of the present licence contract (unless those different terms do not clash with those contained in the present contract and in another written agreement signed by the final user and by PRINK with reference to the use of the Software by the final user).  Should PRINK’s policies or plans for assistance services be in contrast with the terms of the present licence contract, the said terms of the present contract shall prevail.
