SpazioDati S.r.l., Data License Agreement
This is a license agreement and not an agreement for sale. This license agreement (Agreement) is between the end user (Licensee) and SpazioDati, S.r.l. (SPAZIODATI), and gives Licensee certain limited rights to use the proprietary SPAZIODATI Data Sets, Sample Data, online and/or hard-copy documentation and user guides, including updates thereto, and keycode or hardware key, as applicable (hereinafter referred to as "Data and Related Materials"). All rights not specifically granted in this Agreement are reserved to SPAZIODATI.
Reservation of Ownership and Grant of License: SPAZIODATI and its third party licensor(s) retain exclusive rights, title, and ownership of the copy of the Data and Related Materials licensed under this Agreement and, hereby, grant to Licensee a nonexclusive, nontransferable license to use the Data and Related Materials based on the terms and conditions of this Agreement. From the date of receipt, Licensee agrees to use reasonable effort to protect the Data and Related Materials from unauthorized use, reproduction, distribution, or publication.
Copyright: Data and Related Materials are owned by SPAZIODATI and its licensor(s) and are protected by European Union copyright laws and applicable international laws, treaties, and/or conventions.
Uses Not Permitted:
SPAZIODATI or its suppliers may enforce their intellectual property rights through injunctive relief as well as all other remedies available at law or equity.
Licensee/Developer agrees to indemnify, defend, and hold SPAZIODATI harmless from any claim, damage, or liability, regardless of its nature and basis, that arises from Licensee's actions, representations, or sublicense activity that is not in accordance with the terms of this Agreement or that arises from the use or licensing of Data and Related Materials. This obligation shall not be applicable to claims, damages, or liability that results solely from the use of the Data and Related Materials.
THE SOFTWARE, DATA, AND RELATED MATERIALS CONTAINED THEREIN ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Data Disclaimer: THE DATA HEREIN ARE BELIEVED TO BE RELIABLE, BUT ITS ACCURACY AND COMPLETENESS, AND THE OPINIONS BASED THEREON, ARE NOT GUARANTEED. EVERY EFFORT HAS BEEN MADE TO PROVIDE ACCURATE DATA IN THIS PACKAGE. LICENSEE ACKNOWLEDGES THAT THE DATA MAY CONTAIN SOME NONCONFORMITIES, DEFECTS, ERRORS, AND/OR OMISSIONS. SPAZIODATI AND ITS THIRD PARTY LICENSOR(S) DO NOT WARRANT THAT THE DATA WILL MEET LICENSEE'S NEEDS OR EXPECTATIONS, THAT THE USE OF THE DATA WILL BE UNINTERRUPTED EXCEPT AS NOTED, OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. SPAZIODATI AND ITS THIRD PARTY LICENSOR(S) ARE NOT INVITING RELIANCE ON THIS DATA, AND LICENSEE SHOULD ALWAYS VERIFY ACTUAL DATA. THE DATA CONTAINED IN THIS PACKAGE IS SUBJECT TO CHANGE WITHOUT NOTICE.
IN NO EVENT SHALL SPAZIODATI OR ITS THIRD PARTY LICENSOR(S) BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOST SALES OR BUSINESS EXPENDITURES, INVESTMENTS, OR COMMITMENTS IN CONNECTION WITH ANY BUSINESS, LOSS OF ANY GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR USE OF THE DATA AND RELATED MATERIALS, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT SPAZIODATI OR ITS THIRD PARTY LICENSOR(S) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Waivers: No failure or delay by SPAZIODATI or its licensor(s) in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by SPAZIODATI or its licensor(s).
Entire Agreement: The parties agree that this constitutes the sole and entire agreement of the parties as to the matter set forth herein and supersedes any previous agreements, understandings, and arrangements between the parties relating hereto and is effective, valid, and binding upon the parties.