These General Terms of use regulate the conditions for the acquisition of a license to use the Competition Management Software (hereinafter: CMS or Software) by the customer (hereinafter the licensee).
1.Object of the Agreement
1.1 With this Terms of use the Parties intend to regulate:
the installation of the Software;
The terms and conditions of its license to the Licensee;
The maintenance and support for the Software;
2. Software Components
2.1 The Software consists of:
Competition Management on rulebook of the IFSC
Feature adaptations of the Software listed in the offer
Individual adaptations of the Software according to the requirements of the Licensee
2.2 The individual adaptations of the Software are described in the specifications set out by Vertical-Life in accordance with the requirements of the Licensee as specified during the course of the consultation for the Set-Up of the Software (hereinafter referred to as “Software Specifications”). After the consultation, Vertical-Life will prepare a separate offer for the Software Specifications and development schedule with milestones, which will become an integral part of this Agreement.
2.3 The content of the license granted to the Licensee is specified in Paragraph 13.
3. Duration and extent of the License
3.1 The Licensee acquires a non-exclusive, non-transferable and non-sublicensable license to use the CMS for a period of 12 months. The Agreement is tacitly renewed for the same period unless one of the parties terminates the Agreement within thirty days before the start of a renewal period. Where the Licensee has provided his credit card information as a payment method, he agrees that the amount will be debited automatically upon renewal of the contract.
3.2 The Licensee is not authorized to decompile the Software or to in any way reconstruct its source code, not even by reverse engineering.
4. Reservation of rights
4.1 With the exception of the license granted under Article 3, Vertical-Life reserves all of its rights. The Licensee acknowledges and agrees that the Licensee's use of CMS shall be solely in accordance with the express provisions of these Terms of use and shall not exceed or otherwise violate them.
5. Usage
5.1 Except to the extent permitted by mandatory applicable law, the Licensee shall not:
copy or reproduce CMS;
merge CMS with any other software;
translate, adapt, vary, or modify CMS;
disassemble, decompile or reverse engineer CMS or otherwise attempt to derive its source code.
5.2 Furthermore the Licensee shall not:
provide, disclose, demonstrate or otherwise make available CMS to any third party;
use CMS to provide any services or training for any third party;
sell, lease, rent, transfer, hire out, License, sub-License. assign, distribute, publish, charge, pledge, encumber, commercially exploit, or otherwise deal with CMS, or have any software written or developed that is based on or derived from CMS.
6. Obligations
6.1 The Licensee shall at all times:
effect and maintain adequate security measures to safeguard CMS from unauthorized access, use, and disclosure in accordance with the provision of this Agreement;
supervise and control access to and use of CMS in accordance with the provision of this Agreement;
ensure that CMS is clearly labeled as the property of Vertical-Life;
7. Meetings
7.1 The meetings between Vertical-Life and the Licensee are usually held in Brixen at the Office of Vertical-Life. If the Licensee desires to hold the meetings elsewhere, Vertical-Life´s travel and accommodation expenses are on the account of the Licensee.
If desired meetings can also be held via video conferencing.
8. Training
8.1 Vertical-Life shall provide to the Licensee adequate training at the time of installation of the Software. The duration of the training is 6 hours.
8.2 For this purpose, the Licensee shall appoint a person (hereinafter referred to us “Result Service Manager”) to participate in the training. This Result Service Manager will also be the exclusive contact person for Vertical-Life regarding support matters.
8.3 The training is conducted at the headquarters of vertical-life in Brixen or via video conference.
9. Installation and Acceptance
9.1 The Licensee shall be responsible for necessary installation preparations having been carried out in accordance with Vertical-Life´s instructions. The installation of the Software will take place at the same time as the training.
9.2 In the event the Software has individual adaptations according to the requirements of the Licensee, Vertical-Life, and the Licensee shall perform an installation and acceptance test of the Software held in Brixen at the Office of Vertical-Life or via video conference.
9.3 The Licensee shall keep records of the entire test for the indivdual adaptations , showing:
which tests have been carried out;
when the test was performed;
who performed the test;
the outcome of the test.
The records of the test shall be signed by the Parties, each of which shall keep one signed copy. All errors reported during installation and acceptance test shall, if possible, be documented.
At the discretion of Vertical-Life, the installation and acceptance test can also be performed in two or more parts or steps.
10. Disclaimer
10.1 Vertical-Life represents and warrants to the Licensee that:
all services, work, and deliverables to be performed hereunder shall be performed with due diligence;
neither Vertical-Life in connection with its performance will infringe any patent, copyright, trademark, trade secret or any other proprietary right of any third party;
Vertical-Life is in this regard responsible for carrying out design, development and own testing of the Software in accordance with the Specifications;
10.2 The Licensee is solely responsible for the functionality and the suitability in terms of performance and security of the hardware, the operating system and the applications that are required for the use of the Software. For this purpose, Vertical-Life provides specifications on the hardware, operating system and applications required for the use of the Software.
If the Licensee uses hardware, operating system and/or applications which do not correspond to the specifications provided by Vertical-Life, Vertical-Life shall not be liable for the non-operability or malfunction of the Software.
10.3 The Licensee is also solely responsible for the security of the environment in which the Software is used.
10.4 The Licensee takes care that every event which is held using the Software is carried out with appropriate security measures for the climbers. In any case, Vertical-Life cannot be held liable for any loss or damage of the Licensee or any third party deriving from the use or the non-availability of the Software.
10.5 The Licensee shall consult with Vertical-Life prior to purchasing new hardware, equipment, operating software or other software products so that Vertical-Life can check their compatibility with the Software. The Licensee is responsible for the compatibility of the Software with the hardware, equipment, operating software or other software products of regional associations to which the Licensee provided the Software.
The Licensee expressly acknowledges and agrees that Vertical-Life is not obligated to ensure or perfect the operation or compatibility of the Software with any future version of hardware, equipment or operating software or other software products purchased from the Licensee without prior consultation with Vertical-Life.
11. Maintenance and Support
11.1 Vertical-Life shall provide maintenance for the Software for the Licensee in order to guarantee the functionality and security of the Software. Maintenance includes server maintenance and critical functionality and security patches which are caused by third-party software libraries used by the Software, and software- or hardware-updates on the Vertical-Life infrastructure. In accordance with Paragraphs 9 and 10, maintenance does not include maintenance for Licensee´s infrastructure.
11.2 Vertical-Life shall provide support for an hourly wage of € 65,00 plus VAT if owed.
11.3 The Licensee is entitled to share the Software with regional associations for the organization of climbing competitions. In these cases, the CMS Manager is solely responsible for the support.
11.4 The Licensee can request standby support by submitting a request to Vertical-Life for a daily fee of € 300 plus VAT if owed. For effectively provided support, the Licensee pays an additional hourly wage of € 65,00 plus VAT if owed. Such a standby support request must be made at least 30 days prior to the event for which the support is requested.
11.5 Vertical-Life will make reasonable efforts to keep the Software operational. However, certain technical difficulties or maintenance may, from time to time, result in malfunction or temporary interruptions. The Licensee shall set Vertical-Life a reasonable period of time of at least 14 days to correct such malfunctions or temporary interruptions.
11.6 Vertical-Life shall make reasonable efforts to implement requested changes to the software. The Licensee shall set Vertical-Life a reasonable period of time of at least 14 days to implement small changes. Large changes shall be defined and ordered at least 3 months before the beginning of the season in which the changes become relevant
12. Intellectual Property
12.1 The following Intellectual Property remains the property of the current owner:
Intellectual Property that existed prior to the Software development, such as the data sets inserted into the database;
Intellectual Property that was developed independently of the Agreement.
12.2 Vertical-Life owns all Intellectual Property Rights in:
the Software, including the source code and the object code, and the documentation;
any other item or material created, developed or provided by or on behalf of Vertical-Life under or in connection with this Agreement.
13. Content of the license
13.1 Effective as of the date and time of the installation of the Software, Vertical-Life grants to the Licensee, who accepts a non- exclusive, non-transferable and non-sub-licensable license to use the CMS and the respective documentation solely for the approved purpose and on the terms and conditions of the Agreement.
13.2 In case of violation of the conditions under Paragraph 14, the license is null and void and any further use of the Software will be prosecuted.
13.3 If the Licensee becomes aware of any license violation or infringement by third-parties, the Licensee is held to notify it immediately to Vertical-Life.
14. License Conditions
14.1 The Licensee must:
use the Software and the documentation for lawful purposes only and must not copy (except making a single copy for the Licensee´s backup purposes), reproduce, translate, decompile, reverse-engineer, resell, modify, vary, sub-license or otherwise deal in the Software or the documentation. However, the Licensee is allowed to provide the Software to regional associations and member clubs. In any case, the Licensee has to inform Vertical-Life immediately.
ensure the Software and the documentation are protected at all times from misuse, damage, destruction or any form of an unauthorized use, copying or disclosure;
maintain all proprietary notices on the Software and the documentation;
not transfer, assign or otherwise deal with or grant a security interest in the Software, the documentation or the Licensee´s rights under the Agreement;
not challenge Vertical-Life´s ownership of (including the Intellectual Property Rights in) the Software, the documentation or any other item or material created or developed by or on behalf of Vertical-Life under or in connection with the Agreement.
notify Vertical-Life in writing immediately after they become aware of any circumstances which may suggest that any person may have unauthorized knowledge, possession or use of the Software or the documentation
name Vertical-Life as the service provider on all media that reproduce data generated by the CMS, with the following words: “Competition Management Software provided by Vertical-Life (Vertical-Life logo in black)”.
grant Vertical-Life the right to publish results on their platforms in real-time.
15. Termination
15.1 This Agreement and the License granted hereunder shall enter into force upon signature of the Agreement and expires 1 year after its written termination by either party.
15.2 Either Party may terminate this Agreement and the License granted hereunder at any time by notice in writing to the other Party without 1 years´ notice in the following cases:
if the party is in breach of any provision of this Agreement and, in case of a breach capable of remedy, if the breach is not remedied within 30 days from the receiving of the breach notification specifying the breach and requiring its remedy;
if the Licensee fails to pay any amount due under this Agreement by the relevant due date.
15.3 In the event of any termination of this Agreement for any reason:
the License granted by Vertical-Life under this Agreement shall automatically terminate without further notice and the Licensee shall make no further use of, or carry out any other activity related to the Software;
any fee and support and maintenance fee to be paid after the date of termination shall forthwith become due and payable by the Licensee.
16. Confidentiality Clause
16.1 The Parties declare and acknowledge that the content of this Agreement and every information that is disclosed during its performance is strictly confidential and cannot be disclosed to third parties for any reason unless the disclosure is necessary in order to comply with legal provisions. Vertical-Life is entitled to inform the IFSC about the conclusion and content of the present agreement.
17. Severability
17.1 The invalidity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other provision of this Agreement.
18. Governing Law and Jurisdiction
18.1 This Agreement shall be governed by and construed in accordance with the laws of Italy.
18.2 For what is not specifically settled by this Agreement, the Italian Civil Code and the Italian laws regarding the protection of intellectual property rights apply.
18.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply.