END-USER LICENSE AGREEMENT (EULA)
for the use of the AuthenPiQ App
These general license terms (or “EULA”) govern the legal relationship between the company AppRover S.r.l. S.B., with registered office at Via Carlo Venturi, n. 57, 25131, Brescia (BS), VAT number 04381800988, represented by its legal representative pro tempore (hereinafter “the Company”) and the User, regarding the license terms of use of the mobile application AuthenPiQ (hereinafter “App”) except in cases of explicit indication regarding the application of conditions different from these.
By downloading and/or using the App, the User fully accepts this EULA and all the terms contained therein, to the fullest extent permitted by applicable law.
The User also agrees to comply with and be bound by any applicable third-party license or terms (for example, those related to the app store through which the App is made available, or those of third-party owned payment services), when using the App.
If the User does NOT accept all the terms and conditions of this EULA, they will not be legally authorized to use the App and must immediately delete it from their device.
1. DEFINITIONS
The following terms have the meanings indicated below, it being understood that terms defined in the plural are also defined in the singular and vice versa:
EULA refers to these general license terms that govern the relationship between the Company and the User regarding the use of the App;
Company AppRover S.r.l. S.B., with registered office at Via Carlo Venturi, n. 57, 25131, Brescia (BS), VAT number 04381800988, certified email (PEC) approver@pec.it, represented by its legal representative pro tempore;
User refers to any individual who downloads and/or uses the App;
Software refers to the specific software products owned by the Company, which allow for the certification of data, documents, and multimedia content with high probative value;
App refers to the mobile application developed by the Company, which allows the User to access certain functionalities of the Software via mobile devices owned by or otherwise in the possession of the User;
Confidential Information refers to the information, data, knowledge, know-how, studies, research methods, processes, formulas, ideas, projects, designs, technical reports, software, source codes, and anything else concerning or related, directly and/or indirectly, to the Software, the App, and the activity carried out by the Company, which are classified as confidential by the same or, in any case, whose unauthorized dissemination may be prejudicial to its interests.
2. PURPOSE OF THE LICENCE
2.1. The Company grants to the User, who accepts, the license to use the App on devices owned and/or in use by the User, under the terms and conditions of this EULA. Without the prior consent of the Company, this license is to be considered non-exclusive, non-sublicensable, non-transferable, and in any case not usable by third parties for any reason.
2.2. The Customer is aware that they must equip themselves with the devices, equipment, software, telephone and/or network services, and anything else necessary to use the App, and will be required to verify the suitability of their hardware, software, and network systems for the use of the App; the Customer hereby waives any claim against the Company and/or its successors related to the failure or incorrect functioning of the App due to the unsuitability of their hardware, software, and/or network systems.
3. CONCLUSION OF THE CONTRACT, ACCEPTANCE, AND AMENDMENTS
3.1. By accepting this EULA, the User declares to possess all the rights and powers necessary to enter into this license agreement and to give full and effective execution to its content.
3.2. The User acknowledges that by accepting this EULA is entering into a legally binding agreement with the Company.
3.3. The User declares to have already read, understood, and accepted the “Terms of Service (TOS) for the use of AuthenPiQ Services” available at the link https://authenpiq.com/terms-conditions.
3.4. The User declares to be aware that acceptance through electronic means constitutes a valid and binding act of consent, and that the same regime applies to any expressions of consent or acknowledgment regarding communications or notifications from the Company related to changes, revisions, or cancellations of policies, procedures, and/or this EULA.
3.5. The User acknowledges that the sector in which the Company operates and the services it offers are characterized by high technical and regulatory complexity, and by continuous technological, regulatory, and market evolutions, and that consequently there may arise a need for the Company to adapt its organization and/or the technical and functional structure of the services offered to its Customers (also in the interest of the latter). Consequently, the User accepts that this EULA may be subject to modification by the Company.
3.6. The Company will inform the User of any changes as described above, which must be accepted within a period of 30 days from their communication, unless the User chooses to withdraw without consequences within the same term.
3.7. This agreement, as concluded, will be archived and made available to the User, as well as savable on the User’s device in .pdf format.
4. REGISTRATION, UPDATING, AND MODIFICATION OF THE APP
4.1. The App, along with instructions for its installation and configuration, can be downloaded from the dedicated portal, available on the Company’s website.
4.2. The use of the App is subject to the User’s registration of an account, and the User is required to provide the requested data. For information on the use of data provided during the registration phase, and necessary for the same, please consult the Privacy Policy at the link https://authenpiq.com/privacy/.
4.3. The User is solely responsible for the accuracy of the data provided during registration and is required to take appropriate measures to prevent misuse or theft of their account, as well as to maintain an adequate level of security and control over all devices, passwords, and personal identification numbers/codes used to access their account.
4.4. The Company cannot guarantee the identity of Users using the App; therefore, Users are obliged to inform the Company if they believe that their account associated with the App has been stolen or used unlawfully by third parties. The Company, in any case, will not be responsible for any fraudulent use of the User’s account by third parties.
4.5. The Company recommends that Users report any theft, misappropriation, or suspected misuse of their account to the competent authorities; if necessary, the Company commits to collaborating with the User and such authorities. If Users have suffered damages resulting from the misuse of the App due to fraud, they have the right to take all appropriate measures.
4.6. The Company may provide updates and developments of the App; the User acknowledges and accepts that, where deemed appropriate at the sole discretion of the Company, any updates may result in the modification or deletion of some features of the App.
5. USE OF THE APP
5.1. The User is aware that the application allows the use of certain functionalities of the software created by the Company, through their own personal mobile devices or those at their disposal.
5.2. The User is aware that some functionalities of the software created by the Company may be purchased through specific purchase orders and by accepting certain general conditions of the contract for the software license and the use of related services. For further details on purchase orders, the user is invited to consult the “Terms of Service (TOS) for the use of AuthenPiQ Services”.
5.3. The User acknowledges that the application is available in one or more app stores chosen at the discretion of the Company, and that these app stores are managed by third parties not affiliated with the Company, and consequently, the application may, at any time and without notice, no longer be available for download or use by the User. Therefore, the User waives any claim against the Company regarding the inability to use, download, or update the application.
5.4. The Company assumes no responsibility for any operational problems, total or partial, of the application due to the failure to meet the minimum technical requirements by the User’s mobile device. Such minimum technical requirements will be indicated and available on the reference app stores.
5.5. The User may use the application only in the ways permitted by this EULA and must respect all the technical limitations present in it, which allow the use of the application only in certain modes. For example, but not exhaustively, the User may not:
i.a) circumvent the technical limitations and protection measures present in the application;
i.b) perform reverse engineering, translation, disassembly, decompilation, decoding, or deconstruction related to the software and the application (including interfaces and any other data incorporated or used together with programs that may or may not be considered technically software codes), nor any other method or process aimed at obtaining or converting the software and/or the application from one form to another readable and understandable form;
i.c) reproduce, modify, adapt, personalize the application or create derivative works;
i.d) make copies of the software, unless otherwise permitted by the Company;
i.e) market, in any way, the software and/or the application, unless otherwise permitted by the Company;
i.f) use the software and/or the application in violation of the laws.
5.6. The User is the sole and exclusive responsible for the data, documents, and/or content stored, sent, published, transmitted, and/or shared in the context of using the application. Unless necessary to comply with laws and/or requests from the judicial authority, the Company is not obliged to verify such data, documents, and/or content and, therefore, cannot be held responsible for damages and/or losses, direct or indirect and of any nature, arising from the use of the same by the User, who therefore undertakes to indemnify and hold the Company harmless from any damage, expense, liability, cost, and/or negative consequence that may arise in this sense.
5.7. In any case, the User may not use the application with the sole purpose of spreading illegal data, documents, and/or content, which, for example but not exhaustively:
a.a) are in conflict or violate the industrial and/or intellectual property rights owned by the Company and/or its successors;
a.b) contain discriminatory, defamatory, libelous, or threatening content;
a.c) contain pornographic, child pornography, obscene, or otherwise contrary to public morality material;
a.d) contain viruses, worms, Trojan horses, or, in any case, other computer elements of contamination or destruction;
a.e) constitute spamming, phishing, and/or similar activities;
a.f) are in any case in conflict with the applicable regulatory and/or regulatory provisions.
6. INTERACTION WITH THE BLOCKCHAIN
6.1. The AuthenPiQ App allows for the notarization and tokenization of multimedia content taken, recorded, or otherwise created with the App itself. Notarization certifies – attributing legal value – the creation at a specific moment, date, and place of images, videos, files, or other personal multimedia content.
6.2. The user acknowledges that the creation of a NFT (Non-Fungible Token) through the tokenization procedure involves a potentially commercial use of the multimedia file, given that:
i. the image, video, file, or other multimedia content is associated with a cryptographic token;
ii. the User may decide to make the NFT public, through the OpenSea Marketplace, where the NFT can be bought and sold.
6.3. The User is aware that the use of the OpenSea Marketplace is subject to the TOS provided by it, to which reference is made https://opensea.io/tos.
6.4. The User declares and guarantees to have, or to have obtained, all the rights, licenses, consents, authorizations, power, and/or authority necessary to grant the rights herein for any content that the User creates, submits, publishes, promotes, or displays on or through the Service. Therefore, the User is aware that he/she is the sole responsible for the content and metadata associated with the NFTs and digital objects he/she creates, and declares and guarantees that such content does not contain material subject to copyright, trademarks, publicity rights, or other intellectual property rights; this, unless the User has the necessary authorization or is otherwise authorized to publish the material, and therefore the content does not violate the Law.
6.5. The User acknowledges that he/she is the solely responsible for any commercial use made in the absence of the above requirements. AuthenPiQ will take the necessary measures in response to requests for removal and/or reporting of violations of intellectual property rights, and may consider adopting the most appropriate remedy, including the suspension or termination of the User’s access to the Services.
7. LIMITATION OF WARRANTIES AND LIABILITY OF THE COMPANY
7.1 The Company guarantees, exclusively for the benefit of the User, that the services related to the use of the App will be provided competently and professionally, in line with the practices and quality standards generally recognized in the industry. The sole duty of the Company and the sole remedy for the User, in relation to the warranty provided in this article, will be to improve the App to make it conform to such warranty.
7.2 The User acknowledges and agrees that the use of the App may be subject to limitations, delays, and other problems related to the use of the Internet and, more generally, to electronic communication systems and/or problems, independent of the Company’s will, related to the Internet network or the service provider. In such cases, the Company cannot be held responsible for delays, non-deliveries, or other damages resulting from such problems.
7.3 The User acknowledges and agrees that the App is provided “as is” and that the Company does not make any explicit or implied representations or warranties that the application is suitable to meet the User’s needs, that it is error-free, or that it has functionalities not provided in the technical specifications and related documentation.
7.4 The User acknowledges that, except in cases of willful misconduct or gross negligence, the Company cannot in any case be held liable for any damages that may arise to the User or third parties due to the use, or non-use, of the App. The User is in any case always required to verify the accuracy of the processing performed through the App.
7.5 Except in cases of willful misconduct or gross negligence, the Company cannot be held liable for any damages for lost profits, loss of earnings, or indirect damages, loss or damage of data, interruption of production, loss of business opportunities or other benefits, payment of penalties, delays, or other liabilities of the User towards third parties that may arise, in whole or in part, from the use or non-use of the App.
7.6 In no case can the Company be held liable for any damages (direct or indirect), costs, losses, and/or expenses that the User and/or third parties may suffer due to cyber-attacks, hacking activities, and, in general, unauthorized and abusive access to the User’s computer systems, which could entail, among others, the following consequences (to be understood for illustrative purposes only):
(i) total or partial inability to use the App,
(ii) loss of data owned or otherwise available to the User, and
(iii) damage to the hardware and/or software systems owned or otherwise in use by the User.
8. SUSPENSION OF SERVICES AND USE OF THE APP
8.1. This EULA is effective from the date of its acceptance and will remain in force as long as the User uses the App.
8.2. The Company reserves the right to discontinue at any time the provision of its services and the User’s access to the App, should the User use it in violation of this EULA. In no case will the early termination, for any reason, of access to the application or any service related to it, entitle the User to a refund.
8.3. The Company also reserves the right to seek compensation for all damages suffered due to the User’s improper use of the application.
9. INDEMNITY
In case of violation of the terms and conditions of this EULA or improper use of the App, the User will be required to indemnify and hold harmless the Company, its employees and collaborators, its successors, and its partners from and against any dispute, cost, legal action, controversy, or claim and from any loss, damage, liability, order, penalty, interest, and expense (including, by way of example, legal fees), arising from disputes, legal actions, assessments, investigations, inquiries, or other proceedings initiated by any subject.
10. CONFIDENTIALITY
10.1. The User acknowledges that all Confidential Information to which they will have access in the execution of this EULA is of a confidential nature and, therefore, undertakes not to use or disclose it to third parties, in any way and by any means, for purposes other than those provided for by the contract; this, unless it concerns information in the public domain.
10.2. The User commits to protecting the confidentiality of the Confidential Information with the same degree of care with which they protect the confidentiality of their own confidential information, and in any case with the professional diligence appropriate to protect such Confidential Information.
10.3. Outside the purposes provided for in this article, Confidential Information may not be copied or reproduced without the prior written consent of the Company.
10.4. The provisions contained in this article will remain valid and effective for the entire duration of the EULA and also after its termination, for any reason occurred.
11. INDUSTRIAL AND INTELLECTUAL PROPERTY
11.1. All industrial and/or intellectual property rights related to the Confidential Information, the Software, and the App, as well as any idea, invention, program (including software, documentation, and written programs, studies, etc.) and anything else that is or has been prepared, realized, developed, created, discovered, conceived, or written entirely or partially by the Company, are and will remain exclusively with the Company.
11.2. Under no circumstances will the User acquire any industrial and/or intellectual property rights or other proprietary rights from the Company by virtue of this EULA, including – by way of example and not limited to – rights on patents, models, know-how, designs, trademarks, copyrights, or rights on any information or trade secret related to the Confidential Information, the Software, and the App.
11.3. Therefore, the User shall not acquire any rights to the Confidential Information, Software and App other than those conferred by the Company by this EULA, or otherwise by a separate and specific written agreement that may be concluded with the Company.
11.4. Upon termination of the contract, for any reason, the User is required to return all material and documentation related to the Confidential Information provided by the Company, upon simple request from the latter.
11.5. After the termination, for any reason, of the relationship governed by this EULA, it is absolutely forbidden for the User to publish, produce or prepare derivative works, distribute copies, make available to third parties, operate or, in any case, use any Confidential Information.
11.6. The User acknowledges and agrees that none of the provisions of this EULA can prejudice any right or any recourse to forms of protection and remedies that the Company may have under any applicable law to protect industrial and/or intellectual property or any other proprietary right of the Company.
12. FORCE MAJEURE
The Company shall not be liable to the User for acts beyond its reasonable control, including, by way of example and not limited to, force majeure events, acts or omissions of government authorities, civil unrest, acts of civil or military authorities, wars, embargoes, labor disputes, fires, earthquakes, epidemics, floods, unusually severe weather conditions, or shortage or absence of electricity, without limitation, including primary energy and failure of backup systems.
13. SUCCESSORS AND ASSIGNEES
13.1. All references to the Company contained in this EULA are to be understood, as appropriate, to include references to its respective successors and assignees. The provisions of this EULA shall be binding on the Customer in favor of any successors and/or assigns of the Company.
13.2. The User hereby gives its own consent, pursuant to and for the purposes of Article 1407 of the Italian Civil Code, to the assignment of the contract by the Company.
13.3. The User has no right to transfer or assign his/her rights and/or obligations arising from this EULA without the prior written consent of the Company.
14. PRIVACY POLICY & PROCESSING OF PERSONAL DATAPRIVACY
With reference to the processing of the User’s personal data collected and processed by the Company, the User declares to be aware of and to accept the provisions set out in the “Privacy Policy,” available at the following link: https://authenpiq.com/privacy/.
15. APPLICABLE LAW AND EXCLUSIVELY COMPETENT COURT
15.1. This EULA is subject to Italian law.
15.2. The official language to be referred to for this EULA is English.
15.3. Any dispute arising from or related to this EULA shall be exclusively under the jurisdiction of the Court of Brescia.
16. FINAL PROVISIONS
16.1. If any of the clauses of this EULA be or become invalid or ineffective, such invalidity or ineffectiveness shall not affect the validity or effectiveness of the other clauses, which shall therefore remain in force between the Parties. The Parties agree to replace the invalid or ineffective clauses with valid and effective clauses that are as close as possible to the Parties’ intentions.
16.2. The failure of the Company to exercise any right granted to it by this EULA does not constitute a waiver of that right, nor should it be interpreted as such by the User and/or anyone else.
16.3. The User undertakes to comply with all applicable community, state, and local laws, including regulations relating to the processing and dissemination of all data, as well as all rules and regulations, terms and conditions of all applicable third-party websites, platforms, or applications.
*****
Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Customer declares to have read and to expressly accept the clauses contained in the articles indicated below: articles 2, 3, 4, 5, 6, 7, 8, 9, 12, 13, 15.
*****