1. Object of Agreement
1.1 This Agreement settles the conditions of the purchase of a License to use the Ninja Timer Software (referred to hereinafter as NTS or Software) by the Licensee.
2. Duration and extent of the License
2.1 The Licensee acquires a non-exclusive, non-transferable, non-sublicensable License to use NTS for an unlimited time starting from the acquisition of the Ninja Timer Hardware.
2.2 The Licensee is not authorized to decompile the Software or to in any way reconstruct its source code, not even by reverse engineering.
2.3 Software updates and new features are not included in the purchase price and must be paid separately.
3. Reservation of rights
3.1 Except for the License granted by Article 2, Vertical-Life reserves all its rights. The Licensee acknowledges and agrees that the Licensee is Licensed to use NTS only in accordance with the express provisions of this Agreement and not further or otherwise.
4. Usage
4.1 Except to the extent permitted by mandatory applicable law, the Licensee shall not:
copy or reproduce NTS;
merge NTS with any other software;
translate, adapt, vary, or modify NTS;
disassemble, decompile or reverse engineer NTS or otherwise attempt to derive its source code.
4.2 Furthermore the Licensee shall not:
provide, disclose, demonstrate or otherwise make available NTS to any third party;
use NTS 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 NTS, or have any software written or developed that is based on or derived from NTS.
4.3 To the extent that the Licensee uploads any content through the use of the NTS, the Licensee represents that he owns all rights in, or has authorization or is legally permitted to upload such content and that such content does not violate any terms of service applicable to NTS. The Licensee indemnifies and holds harmless Vertical-Life against any claim made by third Parties because of Licensee´s illegal acquisition and illegal use of data and information.
5. Obligations
5.1 The Licensee shall at all times:
effect and maintain adequate security measures to safeguard NTS from unauthorized access, use and disclosure in accordance with the provision of this Agreement;
supervise and control access to and use of NTS in accordance with the provision of this Agreement;
ensure that NTS is clearly labeled as the property of Vertical-Life;
6. Confidential Information
6.1 For the purpose of this agreement, the “Confidential Information” will include any and all information, know-how and data, technical or non-technical, disclosed or provided by Vertical-Life to Licensee for the purpose or during the performance of NTS’s use.
The Confidential Information includes information in both oral and written form or contained in any type of storage medium.
6.2 The Confidential information will not include the following:
any information of Vertical-Life that is already known by Licensee at the time it was disclosed by Vertical-Life;
any information of Vertical-Life that is generally available to the public or passes into the public domain without breach by the other party of the terms and conditions of this Agreement;
any information rightfully acquired by the Licensee from others without any undertaking of confidentiality;
any information developed independently and autonomously by the Parties.
6.3 Licensee shall maintain any Confidential Information in strict secrecy and shall not disclose the Confidential Information to any other party or parties, except to the extent necessary pursuant to the Object of Agreement described above.
No right or License is granted by Vertical-Life in connection with the technical information or inventions disclosed under this Agreement.
6.4 Except for the express written consent of Vertical-Life, Licensee agrees:
not to use or disclose to another person or entity any confidential information of Vertical-Life;
not to make, or cause to be made, any copies, facsimiles or other reproductions including data files of any documents containing the Confidential Information;
to use all other necessary and reasonable means to maintain the secrecy and confidentiality and to prevent unauthorized use of the Confidential Information;
at the request of Vertical-Life, to immediately return to Vertical-Life all of the items in possession of Licensee which are related to or which disclose in whole or in part any Confidential Information.
6.5 Licensee further shall take all reasonable steps to protect the confidential information provided to it by Vertical-Life from the disclosure.
The Confidential Information will be returned to Vertical-Life or immediately destroyed upon the request of Vertical-Life and Licensee shall not retain any copy thereof.
In the event that Licensee or anyone to whom Licensee transmits the Confidential Information becomes legally compelled to disclose the Confidential Information, Licensee shall provide Vertical-Life with prompt written notice so that Vertical-Life may seek an appropriate remedy. Licensee shall cooperate with Vertical-Life in its efforts to obtain such remedy but Licensee shall not be required to undertake litigation or legal proceedings in its name.
In that event Licensee or the person requested shall furnish only the portion of the Confidential Information which is legally required and will exercise its reasonable best efforts to assure that a confidential treatment will be accorded to the Confidential Information.
In case of violation of this article, Licensee shall fully indemnify and hold Vertical-Life harmless with regards to every direct and indirect damage resulting from the violation.
6.6 Although Vertical-Life has endeavored to include in the Confidential Information the information which it considers to be relevant for the purpose of this Agreement, the Parties acknowledge that Vertical-Life makes no representation or warranty as to the accuracy or completeness of the Confidential Information. Licensee agrees that neither Vertical-Life nor any of its directors, officers, employees, affiliates, agents, advisers and representatives shall have any liability to Licensee or to any of its representatives resulting from the use of the Confidential information.
7. Support and maintenance
7.1 NTS is delivered “as is”.
7.2 Support for NTS can only be provided if the Ninja Timer is connected to the Internet.
Vertical-Life kindly advises the Licensee to first consult the manual or video tutorial library.
7.3 Any services, maintenance and training is agreed separately, in writing, at an hourly wage of 65,00 EUR plus VAT if owed.
8. Disclaimer
8.1 Vertical-Life cannot be held liable or responsible for damages to persons or goods caused by the non-availability or the malfunction of NTS.
The Licensee is solely responsible for the safety on-site and guarantees to Vertical-Life that he implements every reasonable measure in order to ensure safe climbing in his facility.
Vertical-Life shall not be liable for any damage occurred to persons or things due the Licensees use of information, data and services provided by Vertical-Life by performing contract obligations.
8.2 Vertical-Life does not assume any liability whatsoever for the availability, authenticity, correctness and up-to-dateness of data and information provided to Licensee or third Parties by performing contract´s obligations.
8.3 Vertical-Life does not assume any liability whatsoever for the unavailability of services, data and information when Licensee does not use state of the art hardware.
8.4 As far as a significant defect is attributable to Vertical-Life and the Licensee requests a supplementary performance, Vertical-Life is entitled to choose between remedying the defect and replacing the product.
8.5 The Licensee indemnifies and holds harmless Vertical-Life against any claim made by third Parties because of Licensees inappropriate use of products, data and information provided by Vertical-Life by performing contract´s obligations.
9. Intellectual Property Rights
9.1 Vertical-Life grants the Licensee a limited, non-exclusive license to use Vertical-Life´s intellectual property rights, subject to the terms and conditions specifically set in this contract.
9.2 Vertical-Life can use, publish and pass on to third parties the data and information which the Licensee feeds into the database of the NTS Back- End. (e.g. I-frame integration on website, info screen in the climbing gym, Vertical-Life app integration). The Licensee warrants to Vertical-Life that the Licensee can freely dispose of the data provided.
9.3 The Licensee indemnifies and holds harmless Vertical-Life against any claim made by third Parties because of customer´s illegal acquisition and illegal use of data and information.
10. Termination
10.1 This License is effective until terminated. Licensee´s rights under this License will terminate automatically or otherwise cease to be effective without notice from Vertical-Life, if Licensee fails to comply with any term of this License.
10.2 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 Licensee shall make no further use of, or carry out any other activity related to NTS;
any installments of the price and setting and maintenance Fee to be paid after the date of termination shall forthwith become due and payable by Licensee and Vertical-Life shall be under no obligation to reimburse the whole or any part of the amount.
11. Personal Data
11.1 In order to perform its obligations according to this Agreement, Vertical-Life processes personal data provided by the Licensee.
Vertical-Life has implemented appropriate technical and organizational measures in such a manner that processing meets the requirements as set by EU-Regulation 679/2016.
The Licensee is responsible for the rightful acquisition of the personal data processed by Vertical-Life.
11.2 Vertical-Life processes the data with the purpose to perform the contract. In particular Vertical-Life can use the data to make the use of the software possible, publish the data on the internet and on screens, send scores and information to the Licensee per email.
11.3 To this end, Vertical-Life can use and disclose the data provided by Licensee.
11.4 Vertical-Life transmits the data to third Parties if it is necessary to achieve the above-mentioned aims.
11.5 Vertical-Life shall inform the Licensee at any time of the data´s existence, source and content. Data subjects have the right to verify data authenticity, to request their integration and update. They have also the right to have illegally processed data canceled.
12. Final clauses
12.1 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.
12.2 The United Nations Convention on Contracts for the International Sale of Goods does not apply.
12.3 In case one or more of the clauses of this Agreement are invalid, ineffective or void, the remaining clauses remain valid.
12.4 This Agreement shall be governed by and construed in accordance with the laws of Italy and any dispute arising under it will be submitted to the exclusive jurisdiction of the Courts of Bolzano.