EULA - Iperius End User License Agreement

IPERIUS SOFTWARE PRODUCTS
END-USER LICENSE AGREEMENT

BEFORE USING IPERIUS SOFTWARE PRODUCTS, WE STRONGLY ADVISE AND ASK YOU TO READ CAREFULLY THIS END-USER LICENSE AGREEMENT.

This End-User License Agreement (hereinafter referred to as "EULA") is a legal agreement between either an individual or a legal entity (hereinafter referred to as "you" or "user" or "customer"), and ENTER Srl. ("ENTER", or "We", "Our", or "Us") for the software, components, source code, documentation, demos, or other materials related to Iperius product line, in the form of software, add-ins, documentation and other materials (hereinafter referred to as "SOFTWARE PRODUCT") contained in this distribution.

By purchasing the license, installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree: (a) that you have read this EULA; (b) that you understand all its terms and provisions; (c) that you agree to be bound by the terms of this EULA. If you do not agree to any part of the terms of this EULA, DO NOT INSTALL, COPY, USE, EVALUATE, OR REPLICATE IN ANY MANNER, ANY PART, FILE OR PORTION OF THE SOFTWARE PRODUCT.

THE SOFTWARE PRODUCT IS LICENSED, NOT SOLD.

1. GRANT OF LICENSE

Subject to your continuous compliance with this EULA and payment of the applicable license fees, ENTER grants you a non-exclusive, non-sublicensed, non-transferable and limited license to install and use the SOFTWARE PRODUCT: (a) during the term of such license, (b) within the scope of the License Type described in Section 2, (c) on the permitted number of computers, (d) in a manner specified in the terms of this EULA.

2. LICENSE TYPES

2.1. Perpetual license

Any SOFTWARE PRODUCT is available on a "per-user" basis. You may install, activate, operate, and use the SOFTWARE PRODUCT on ONE (1) computer per license purchased by you. While making an order in frames of the current EULA, you can purchase the number of licenses you require.

The term "perpetual license" refers only to the products of the Iperius line where this is applicable, therefore not to the products and services for which it is necessary to renew a time subscription. ENTER guarantees that Iperius products purchased with a perpetual license can be used for an indefinite time, but it does not guarantee that for these products updates or error corrections or activation codes will be issued for an indefinite time.

For Iperius products whose license is defined as perpetual, the receipt of updates, bug fixes, and technical support shall be subject to the subscription of specific, time-limited support plans. Should no such subscription be active, perpetual-license products shall be entitled solely to general updates and general bug fixes that ENTER, at its sole discretion, may make available to users from time to time. ENTER does not warrant the availability, frequency, continuity, or compatibility of such general updates or bug fixes, nor shall it be held liable for any limitation, interruption, or discontinuation thereof.

2.2. Evaluation (trial) use license

For the evaluation purposes only, you may install and use ONE copy of the SOFTWARE PRODUCT for a period from up to 21 calendar days from the date of installation (hereinafter referred to as "Evaluation Period"). The Evaluation Period may be extended by a written agreement between you and ENTER.

Upon expiration of the Evaluation Period, you have the following options:

(a) Purchase a LICENSE to continue using the SOFTWARE PRODUCT.

(b) Uninstall the SOFTWARE PRODUCT from your computer and delete all its copies.

(c) Continue using the SOFTWARE PRODUCT in Freeware mode with limited functionalities for the products where this is applicable (products that provides also a Free version).

You have the right to use the SOFTWARE PRODUCT for purposes related to your commercial activities during the Evaluation Period.

2.3. Free license

If you download the SOFTWARE PRODUCT that is distributed free of charge, you may install and use the SOFTWARE PRODUCT on an unlimited number of computers.

You have the right to use the SOFTWARE PRODUCT for purposes related to your commercial activities while using the free version of the SOFTWARE PRODUCT.

You may redistribute the free version of the SOFTWARE PRODUCT only in the form of the original distribution package.

Products provided in freeware version may be subjected to specific limitations, related to the number of available features or the amount of usage hours.
Free licenses are not entitled to technical support or dedicated updates. They shall only receive general updates and bug fixes that ENTER, at its sole discretion, may make available to users from time to time. ENTER does not warrant the availability, frequency, continuity, or compatibility of such general updates or bug fixes.

2.4. Non-commercial license

The SOFTWARE granted under the Non-Commercial License cannot be used for commercial purposes.

Non-commercial use means not primarily intended for or directed towards commercial advantage or monetary compensation.

Representatives of non-profit organizations, educational and medical establishments, including but not limited to registered non-profit organizations, charitable organizations, research Institutes, museums, libraries, churches, can qualify for the Non-Commercial licenses.

Resellers, distributors and official partners can be eligible for NFR (not-for-resale) licenses, exclusively intended for internal use and testing purposes.
Non-Commercial Licenses are not entitled to technical support or dedicated updates. They shall only receive general updates and bug fixes that ENTER, at its sole discretion, may make available to users from time to time. ENTER does not warrant the availability, frequency, continuity, or compatibility of such general updates or bug fixes.


2.5. Subscription-based license

The SOFTWARE PRODUCT purchased under a subscription grants you a non-assignable and non-exclusive right to install, activate, operate, access, and use the SOFTWARE PRODUCT in accordance with the terms and conditions set out in this EULA. The SOFTWARE PRODUCT licensed in this way will be accessible for use only during the subscription term specified at purchase.

Once the subscription term has expired, you will be able to either stop using the SOFTWARE PRODUCT or renew the license for a new subscription term. While making an order in frames of the current EULA, you can purchase the number of licenses you require and choose the subscription term for which you want to purchase these licenses.

The availability of updates, bug fixes, and technical support for subscription-based licenses shall depend on the specific features and conditions of the subscribed plan. ENTER does not warrant the availability or continuity of any services, updates, or functionalities beyond those expressly included in the applicable subscription.

3. SUBSCRIPTION

ENTER licenses the SOFTWARE PRODUCTS on a SUBSCRIPTION basis where this is applicable to the specific product of the Iperius product line. A SUBSCRIPTION lasts for a determined period, which depends on your order and the type of the SOFTWARE PRODUCT (hereinafter referred to as "SUBSCRIPTION TERM"); herewith, the initial date of the SUBSCRIPTION TERM can be the date of purchase, the date of order approval, the date of license creation, or any other date agreed between ENTER and the user. You must consider the period during which you intend to use the SOFTWARE PRODUCT as the SUBSCRIPTION TERM that varies from 21 days to 12 months (or other specific time agreed between ENTER and the user). Before the expiration of the SUBSCRIPTION TERM, you can optionally renew the SOFTWARE PRODUCT SUBSCRIPTION for an additional period (and each SUBSCRIPTION TERM thereafter), otherwise, you will not be able to login, access your data, receive software updates, new functionality, support for new operating systems and new compatibility.

4. UPDATES

Upon the SUBSCRIPTION and the activation of the SOFTWARE PRODUCT, you shall be provided with the ability to use the SOFTWARE PRODUCT and with the ability to receive updates of the SOFTWARE PRODUCT. The right to receive updates and support may be subject to the subscription of specific subscription plans.

Perpetual, Free, and Non-Commercial licenses shall be entitled solely to general updates and bug fixes that ENTER, at its sole discretion, may make available to users from time to time.

Subscription-based licenses shall receive updates, bug fixes, and technical support in accordance with the scope, features, and conditions defined in the subscribed plan.

ENTER does not warrant the availability, frequency, continuity, or compatibility of any general updates, bug fixes, or support services, nor shall it be held liable for any limitation, interruption, or discontinuation thereof.

5. SOFTWARE PRODUCT ACTIVATION AND ACTIVATION CODES OR CREDENTIALS - ACTIVATION CODES REPLACEMENT POLICY

For the use of the SOFTWARE PRODUCT, you must complete the activation process of the SOFTWARE PRODUCT.
You acknowledge that a security code or specific credentials for the SOFTWARE PRODUCT activation which is owned and controlled by ENTER (hereinafter referred to as "ACTIVATION CODES") is required to provide the proper operating of the SOFTWARE PRODUCT on your computer. Only ENTER has the right to generate the ACTIVATION CODES.
Upon the SOFTWARE PRODUCT is purchased or upon any authorized transfer of the SOFTWARE PRODUCT, ENTER shall provide you with all the necessary ACTIVATION CODES.
You are obligated not to attempt to crack, alter or otherwise derive the ACTIVATION CODES.
You have no right to distribute, publish, publicly display or otherwise disseminate the SOFTWARE PRODUCT ACTIVATION CODES to any other person, organizations, entities, newsgroups, locations, and/or sites whatsoever.
To unlock, access, activate, and use the SOFTWARE PRODUCT, you may use exclusively the ACTIVATION CODES purchased from a reseller, where it is required, and provided by ENTER or purchased directly from ENTER. The use of otherwise obtained ACTIVATION CODES constitutes a violation of this EULA and may result in termination of this, and any other, license agreement(s) with ENTER.
The activation of the SOFTWARE PRODUCT is tied to the hardware and system configuration of the device on which it is installed. ENTER provides a limited number of activation code re-issues ("Activation Code Changes") according to the conditions set out below:
(a) Default Activation Code Changes
Each license includes a maximum of two (2) autonomous Activation Code Changes.
An Activation Code Change may be:
- a full replacement, when the SOFTWARE PRODUCT is activated on a new device or when the original device has suffered a hardware failure and must be replaced;
- a partial replacement, when hardware components are modified, the operating system is reinstalled or formatted, or similar interventions are performed on the same device.
(b) Minimum Interval Between Activations
No Activation Code Change (full or partial) may be requested if forty-five (45) days have not passed since the last activation (whether initial activation or subsequent replacement).
(c) Subscription-based licenses Customers
Customers with an active Support Subscription are entitled to an additional four (4) Activation Code Changes, for a total of six (6) allowed changes (2 standard + 4 additional).
(d) Procedure
For any Activation Code Change (whether full or partial) that cannot be made autonomously by the Customer, the Customer must contact ENTER directly and provide an adequate justification for the request. ENTER shall assess the request and reserves the right to approve or deny it at its sole discretion, in accordance with this Policy.
(e) Breach and Abuse Prevention
ENTER reserves the right to deny or limit Activation Code Changes in case of suspected misuse, repeated improper requests, or violations of this EULA.
No Warranty of Continued Availability
ENTER does not guarantee the perpetual availability of Activation Code Changes and may modify this policy at any time, without prejudice to customers' rights under applicable law and without affecting Activation Code Changes already granted.


6. DELIVERY AND PAYMENT TERMS

Any SOFTWARE PRODUCT is to be delivered to you via electronic delivery using a secure internet download website. The license is deemed to be provided by ENTER at the moment when the SOFTWARE PRODUCT is made available for download by ENTER.

If you intend to use the SOFTWARE PRODUCT, you are obliged to pay the license fee. Upon the license fee payment is made in full, you will acquire ACTIVATION CODES for the possibility to use the SOFTWARE PRODUCT.

You confirm and agree that all payments may be conducted with the assistance of third parties - payment system or/and may be conducted in favor of the reseller. You may pay for the SOFTWARE PRODUCT using the payment button placed on websites owned by ENTER.

You acknowledge and agree that ENTER may change the license fees at any time and without prior notice.

The prices displayed on the ENTER sites do not include taxes, if these are applicable. You must pay all taxes in accordance with the applicable law when purchasing the license. The taxes will be calculated automatically by the payment system on the order summary page, before proceeding with the actual payment.

7. FEE-BASED PRODUCTS/SERVICES, EXPIRATION, RENEWALS AND AUTO-RENEWALS

7.1. Renewal of Services
The Services must be renewed no later than the applicable expiration date. If renewal is not completed by such deadline, ENTER may suspend the Service.
Additional or optional Services (add-ons) may be renewed only if the Main Service with which they are associated is active.

To facilitate the management of expiration dates, ENTER shall send reminder notices to the Customer by email, approximately every 7 days starting from about 45 days before the expiration date, for each Service approaching expiration.

7.2. Manual Renewal
Where renewal is performed manually, payment may be made using the payment methods available for ordinary purchase orders on the Iperius e-commerce websites, including credit card, PayPal, or bank transfer.

Where the payment method used does not result in immediate crediting of the amount (for example, bank transfer), the Customer must make payment at least 5 (five) business days before the expiration date of the Service.

ENTER does not guarantee continuity of the Service where, due to the technical time required for crediting or the necessary administrative checks, the payment is not recorded by the expiration date of the Service. Any suspensions or interruptions resulting from such delays shall not constitute a breach by the Provider.

To facilitate administrative checks, the Customer may send a copy of the proof of payment (for example, the bank transfer receipt) by contacting ENTER through the contact page at [https://www.iperiusbackup.it/contact.aspx](https://www.iperiusbackup.it/contact.aspx).

ENTER's bank details are shown when the order is completed and are sent in the order confirmation email.

7.3. Automatic Renewal (Auto-Renewal)
The Customer may activate the automatic renewal option for the Service exclusively by using the credit card payment method (registered/updated anonymously at the same time as the order if the relevant option is selected).
The automatic renewal system will attempt to process the payment automatically a few days before the expiration date of the Service, in order to allow for the handling of any issues relating to the payment method (for example, insufficient balance or invalid card) and to seek to avoid possible suspensions of the services.
Before the automatic charge, ENTER shall send the Customer an email reminder so that the Customer may verify the availability of funds or the validity of the payment card and avoid any interruptions of the Service.
The Customer is notified by email regarding the expiration and any auto-renewal of the services starting from 45 days before the expiration date of the services themselves.

If the automatic payment is unsuccessful, the system will make further charge attempts in the days preceding the expiration of the Service. If no payment attempt is successful by the expiration date, the renewal will not be completed.

Any advance payment made through auto-renewal shall not change the original expiration date of the Service.

The Customer may at any time activate or deactivate auto-renewal for each individual product/service on the Customer's licenses page, available in the Customer's reserved area of the Iperius website.
In order to activate auto-renewal for a product/service, at least one order must have been placed in which the credit card details were stored.
The Customer may also remove at any time the payment method registered for auto-renewals (credit card) and thereby deactivate auto-renewal for all products/services for which it was enabled.

7.4. Exclusion of Refund in the Event of a Validly Executed Auto-Renewal
Without prejudice to the mandatory rights granted to the Customer under applicable law, where the Customer has activated the automatic renewal option for the Service and does not deactivate it at least 7 (seven) days before the expiration date of the Service, or within any different deadline indicated in the reminder notices sent by ENTER, the renewal shall be deemed validly executed and the amount charged for the relevant renewal period shall not be refundable.

It is understood that the Customer may deactivate automatic renewal at any time for subsequent periods, according to the procedures available in the Customer's reserved area. Deactivation of auto-renewal shall not affect any Service period already renewed and paid for.

This clause does not limit or exclude any rights of withdrawal, refund rights, or other remedies granted to the Customer by law, including those provided in the event of failure to send mandatory notices, malfunction of the Service, unauthorized charge, payment error, or breach attributable to ENTER.

7.5. Refunds in the Event of Auto-Renewal for Professional Customers
Where the Customer acts in the course of the Customer's business, commercial, craft, or professional activity, the automatic renewal of the Service validly executed in accordance with these contractual terms shall not entitle the Customer to a refund of the amount charged for the relevant renewal period if the Customer has not deactivated auto-renewal at least 7 (seven) days before the expiration date of the Service.

The Customer remains entitled to deactivate auto-renewal at any time for subsequent periods, according to the procedures available in the Customer's reserved area. Deactivation of auto-renewal shall not affect any Service period already renewed and paid for.

The Customer's right to request a refund shall also remain unaffected in cases of unauthorized charge, material payment error, malfunction attributable to ENTER, unavailability of the Service, or any other breach attributable to the Provider.

7.6. Suspension of the Service
In the event of non-payment by the expiration date, ENTER reserves the right to suspend the Service.

Suspension entails interruption of the operation of the Service and may also extend to Additional or connected Services.

Suspension shall last for a maximum of 15 (fifteen) days. During such period, the Customer may still renew the Service, since suspension does not entail the removal of the associated data from the Provider's systems.

7.7. Cancellation of the Service
If, after the 15-day suspension period has elapsed, payment for the renewal has not been made, ENTER may permanently cancel the Service.

Cancellation entails:

permanent deactivation of the Service;
cancellation of Additional or connected Services, even if they have a different expiration date;
removal of the data relating to the Services from ENTER's systems.

Warning: a cancelled Service may not be reactivated or renewed.


8. TECHNICAL SUPPORT

8.1. General Technical Support
While using the SOFTWARE PRODUCT, you are entitled, at no additional cost, solely to general updates and general bug fixes that ENTER may, at its sole discretion, make available to users from time to time. No other support, updates, or technical assistance is included in the standard license for Free, Perpetual, or Non-Commercial versions, or for Subscription licenses outside the scope of an active paid support plan.

8.2. Paid Support Services
For all other forms of assistance, including, without limitation, subscription-specific updates, bug fixes, second-level technical support, and premium services, users must subscribe to a paid support plan. Paid support plans may include, inter alia:
1. Priority handling and accelerated response times for support requests.
2. Second-level technical support by dedicated technical personnel.
3. Telephone support.
4. Remote assistance through Iperius Remote Desktop.
5. Additional activation-code changes.
6. Access to new product policies and features released during the subscription term.
7. Permanent increase of reseller discounts (+5%) for the duration of the active plan.

8.3. Scope and Limitations
Technical assistance under paid support plans consists of receiving, classifying, and recording support requests and assigning them to ENTER's technical specialists, who shall use commercially reasonable efforts to resolve the reported issues. A problem shall be considered resolved when:
- The SOFTWARE PRODUCT substantially conforms to its specifications; or
- ENTER provides instructions to work around or fix the error; or
- A resolution is scheduled in a future update or documentation release; or
- The problem arises from hardware failure or user misconfiguration.

8.4. Exclusions
Support services do not include:
- On-site assistance or installation of products;
- Pre-sales consultation, training, or creation of documentation beyond that supplied with the product;
- Maintenance or repair of hardware or other software;
- Service requests resulting from unauthorized use, modification, or misconfiguration by the user.

8.5. User Cooperation
If required, users shall permit ENTER to access their system remotely and make available personnel with the necessary skills to assist in resolving issues.


9. COPYRIGHT AND INTELLECTUAL PROPERTY OWNERSHIP

All title and copyrights for and to the SOFTWARE PRODUCT, including but not limited to any copywritten images, demos, source code, intermediate files, packages, animations, video, audio and text incorporated into the SOFTWARE PRODUCT, the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are the intellectual property of and are owned by ENTER.

ALL RIGHTS, INCLUDING, BUT NOT LIMITED TO, INTELLECTUAL PROPERTY RIGHTS FOR THE SOFTWARE PRODUCT YOU ARE NOT EXPRESSLY GRANTED HEREIN, ARE RESERVED BY ENTER.

The structure, organization, and source code of the SOFTWARE PRODUCT are the valuable trade secrets and confidential information of ENTER and you must keep it strictly confidential and not disclose it to any third party.

The SOFTWARE PRODUCT is protected by the applicable and international laws, including but not limited to the international copyright treaties.

You are entitled to use the SOFTWARE PRODUCT only in the manner stipulated in this EULA, in compliance with all applicable laws of the jurisdiction where you use the SOFTWARE PRODUCT and International Treaties, including, but not limited to, restrictions concerning privacy, copyright, and other intellectual property rights.

You shall make best endeavors to protect the intellectual property rights for the SOFTWARE PRODUCT that are not to be less as stipulated in the provisions of the applicable law and International Treaties whichever operates to best protect the interests of ENTER.

9.1. limitations on reverse engineering, decompilation, and disassemblation

You must neither reverse engineer, adapt, modify, translate, decompile, create derivative works, disassemble, decrypt nor commit other illegal actions to the source code, basic ideas, algorithms, file formats of the SOFTWARE PRODUCT. You must not remove any proprietary notices, labels, trademarks or other identifying marks on the SOFTWARE PRODUCT.

For every individual breach of the ENTER intellectual property rights and discloser of confidential information, including, but not limited to, the attempt to adapt, modify, translate, decompile, create derivative works, disassemble, decrypt or attempt to commit other illegal actions to the source code, basic ideas, algorithms, file formats of the SOFTWARE PRODUCT or the attempt to remove any proprietary notices, labels, trademarks or other identifying marks on the SOFTWARE PRODUCT, you must indemnify damages and compensate all direct and indirect damages to ENTER.

If you purchase the SOFTWARE PRODUCT with the intent to reverse engineer, decompile, create derivative works, or the exploitation and unauthorized transfer of any intellectual property and trade secrets, to include any exposed methods or source code where provided, no licensed right of use shall exist and any products created as a result shall be judged illegal by definition. Any sale or resale of the intellectual property or created derivatives so obtained will be prosecuted to the fullest extent of all local and international laws.

10. REDISTRIBUTION

You are NOT entitled to resell or redistribute in any way the SOFTWARE PRODUCT unless you are explicitly authorized by ENTER as a reseller.

Authorized resellers may redistribute the SOFTWARE PRODUCT only in the form of the original distribution package, unless otherwise agreed with ENTER.

11. PROHIBITION TO TRANSFER THE SOFTWARE PRODUCT

You are not entitled to sell and/or resell, lease, lend, transmit or provide access to the SOFTWARE PRODUCT to any third party, or otherwise transfer permanently or temporarily the SOFTWARE PRODUCT and/or an additional copy of the SOFTWARE PRODUCT. You are also not entitled to transfer permanently or temporarily ANY rights obtained under this EULA to any individual or legal entity without a prior written permission from ENTER. Moreover, you warrant that you make your best endeavors to avoid the unauthorized third parties' use of the SOFTWARE PRODUCT.

12. RIGHT TO DISCONTINUE

ENTER reserves the right to discontinue the SOFTWARE PRODUCT, its related services or its specific features, whether offered as a standalone product, a service or solely as a component, at any time and at its sole discretion. However, ENTER will make best endeavors to provide support for a period of 6 months after the date of discontinuance.

13. DISCLAIMER OF WARRANTY

ENTER EXPRESSLY DISCLAIMS ANY WARRANTY FOR SOFTWARE PRODUCT.
THE SOFTWARE PRODUCT AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
ENTER DOES NOT GUARANTEE THAT SOFTWARE PRODUCT WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. ENTER DOES NOT GUARANTEE THAT THE SOFTWARE PRODUCT OPERATION WILL UNINTERRUPTED, ERROR-FREE OR SECURE ENTER DOES NOT WARRANT OR GUARANTEE THE AVAILABILITY OF ANY UPDATES, BUG FIXES, ENHANCEMENTS, OR NEW VERSIONS, WHICH MAY BE PROVIDED AT ENTER'S SOLE DISCRETION. ENTER DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE PRODUCT IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT REMAINS WITH YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ENTER SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
ENTER SHALL NOT BE RESPONSIBLE FOR ANY FAILURE OR MALFUNCTION CAUSED BY THIRD-PARTY SOFTWARE, HARDWARE, OR IMPROPER USE OR INSTALLATION OF THE SOFTWARE PRODUCT.

14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ENTER, ITS AFFILIATES, PARTNERS, RESELLERS, AGENTS, OR DISTRIBUTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS, REVENUE, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR THE USE OR INABILITY TO USE THE SOFTWARE PRODUCT, EVEN IF ENTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTHING IN THIS EULA SHALL EXCLUDE OR LIMIT ENTER'S LIABILITY FOR DAMAGES RESULTING FROM WILLFUL MISCONDUCT (WILFUL INTENT) OR GROSS NEGLIGENCE, OR FOR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
EXCEPT AS OTHERWISE PROVIDED ABOVE, ENTER'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS UNDER OR IN CONNECTION WITH THIS EULA, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU FOR THE LICENSE OR SUBSCRIPTION OF THE SOFTWARE PRODUCT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
ENTER SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM:
(a) YOUR FAILURE TO INSTALL UPDATES OR BUG FIXES PROVIDED BY ENTER;
(b) YOUR IMPROPER USE OR CONFIGURATION OF THE SOFTWARE PRODUCT;
(c) INTERACTIONS WITH THIRD-PARTY SOFTWARE, SYSTEMS, OR HARDWARE; OR
(d) FORCE MAJEURE EVENTS OR ANY OTHER CAUSES BEYOND ENTER'S REASONABLE CONTROL.



15. TERMINATION

Without prejudice to any other rights or remedies, ENTER will terminate this EULA upon your failure to comply with the terms and conditions of this EULA. In such events, you must delete all copies of the SOFTWARE PRODUCT and all of its component parts including any related documentation and must remove ANY and ALL use of ENTER intellectual property from any applications distributed by you, whether in native, altered or compiled states.

Anyway, if EULA is terminated, all fees you paid for the SOFTWARE PRODUCT shall not be refunded.

16. CHANGES

From time to time, ENTER may change the terms and provisions of the EULA. When these changes are made, ENTER will make a new copy of the EULA available at its websites or provide notice by email or other appropriate means.

You understand and agree that if you use the SOFTWARE PRODUCT after the date on which the EULA has been changed, such continued use shall constitute your full acceptance of the updated EULA. If you do not agree to the amended terms, you must immediately discontinue use of the SOFTWARE PRODUCT and uninstall it.

If you qualify as a consumer under applicable law, you have the right to withdraw from this EULA without penalty or cost within thirty (30) days from the date you are notified of the amended terms, by providing written notice to ENTER. In such case, you must cease using the SOFTWARE PRODUCT and uninstall it.

For business users (B2B), continued use of the SOFTWARE PRODUCT after publication or notification of the amended EULA shall constitute irrevocable acceptance of such amendments without the need for further consent.


17. GENERAL PROVISIONS

17.1. Governing law

This EULA shall be governed by Italian law. Any dispute shall fall under the exclusive jurisdiction of the Court of Ancona (Italy)..

17.2. Severability

If any provision or part of any provision in this EULA is found to be illegal, invalid or unenforceable for any reason then this EULA will be anyway effective entirely, without the mentioned provision only.

17.3. Dispute resolution

Any dispute arising out of or relating to this EULA shall be resolved through negotiations. If the matter is not resolved by negotiations within 30 days, the dispute may be submitted to the corresponding court of the applicable Law.

18. PRIVACY POLICY

ENTER, as Data Controller, processes personal data in accordance with Regulation (EU) 2016/679 (General Data Protection Regulation - GDPR) and with any other applicable national data protection laws.

The processing of personal data is carried out for purposes strictly related to:
(a) the execution of this EULA and the provision, activation and management of the SOFTWARE PRODUCT;
(b) the fulfillment of contractual and legal obligations;
(c) the provision of technical support and the management of customer relations; and
(d) the improvement and security of ENTER's products and services.

Personal data shall be processed lawfully, fairly and transparently, using appropriate technical and organizational measures to ensure their security and confidentiality, and only for the time strictly necessary to achieve the purposes for which they are collected.

For detailed information on the categories of personal data processed, the legal bases, data retention periods, recipients, data subjects' rights, and contact details of the Data Controller, please refer to the Privacy Policy available at https://www.entersoftware.it/privacy-policy/ or https://www.iperius.com/privacy-gdpr.aspx?lang=en or https://www.iperiusremote.com/privacy-gdpr.aspx?lang=en

The Privacy Policy published on ENTER's website forms an integral and binding part of this EULA.

19. THIRD PARTY PROGRAMS

The SOFTWARE PRODUCT may contain third party software programs ("Third Party Programs") that are available under open source or free software licenses and distributed, embedded or bundled with the SOFTWARE PRODUCT or recommended in connection with its installation and use. This License Agreement does not alter any rights or obligations you may have under those open source or free software licenses. Notwithstanding anything to the contrary contained in such licenses, the disclaimer of warranties and the limitation of liability provisions in this License Agreement shall apply to such Third Party Programs.

20. REFUND POLICY

Enter Srl makes available to all users free versions and trial versions complete with all the features of Iperius products, and encourages users to try them before making a purchase.
In the event that the trial period was not sufficient to evaluate the products, Enter may grant an additional trial period upon explicit request of the user.
If the customer decides to request a refund, this can be done based on the following requirements:
The refund can be requested up to a maximum of 14 days after the date of the order.
Under the terms of the law in force in the European Union, this right of withdrawal does not apply to sales between companies, but only when the buyer is a consumer. Enter Srl reserves the right in these cases to approve or reject the refund requested.
The electronic payment gateways that Enter Srl relies on may not reimburse transaction fees. When you buy something online from Enter Srl, the providers charge Enter Srl (separately) a percentage of the transaction amount. Therefore, any refunds you may receive will be "net of transaction fees" that may have been charged by our payment gateways, simply because those costs have already been charged to us (separately).
We reserve the right to change our refund policy as we see fit.
This refund policy applies to all Iperius products and services.

21. COMPLIANCE WITH CONSUMER LAW

21.1. Application to Consumers (B2C)
If the Licensee is acting as a consumer within the meaning of applicable consumer protection laws, nothing in this EULA shall exclude, limit, or otherwise restrict any rights granted to the Licensee under such laws. In particular, this EULA shall not affect the Licensee's mandatory rights relating to defective products or services, nor any right of withdrawal or refund provided under applicable legislation. In case of conflict between this EULA and mandatory consumer protection laws, the latter shall prevail.

21.2. Application to Business Users (B2B)
If the Licensee is acting in the course of business, trade, or profession, the Licensee acknowledges and agrees that this EULA is entered into as a business-to-business (B2B) transaction. In such case, the statutory consumer protection rights do not apply. ENTER's liability shall be limited as expressly set forth in this EULA, and the Licensee shall not rely on any implied warranties or conditions other than those expressly provided herein.

21.3. Jurisdictional Variations
Certain jurisdictions may not allow the exclusion or limitation of implied warranties or incidental or consequential damages. In such cases, the exclusions or limitations set out in this EULA shall apply to the maximum extent permitted by applicable law.


NOTICE TO USER - ADDITIONAL PRODUCTS AND SERVICES
Certain ENTER products and services may be offered or purchased together with the SOFTWARE PRODUCT (for example, cloud storage).
Please note that the use of these additional products or services may be governed by their own specific Terms and Conditions, which apply in addition to this EULA and, where applicable, prevail in case of conflict.
By purchasing or using such additional products or services, you acknowledge and agree to be bound by their respective Terms and Conditions.
A list of these additional products or services and related Terms and Conditions is available at the following links:
Iperius Storage: https://www.hostingsolutions.it/en/regulation/
ENTER reserves the right to update the list of additional products or services and related terms at any time. The updated list will be published on ENTER's official websites and will become effective upon publication.