1. Generalities
The present document contains the obligations of the subscriber (hereinafter referred to as Subscriber for brevity) of a contract for the supply/distribution of services, products, licenses, of Openwork srl, with registered office in Bari-Italy at via M. Partipilo 38, P.IVA 05252520720 (hereinafter referred to as Openwork) with regard to the protection of the IP Rights owned by Openwork, as well as the faculties which may be exercised, in this regard, by Openwork itself.Failure to comply with the provisions hereof shall result in the immediate termination of the rights granted by the above-mentioned contract (hereinafter referred to as the Contract for brevity).
2. Definitions
Where mentioned, the terms below shall, for the purposes of the Contract, have the meanings set out in the Jamio openwork Glossary.
3. Reservation of rights
3.1. All IP Rights relating to the Products are the exclusive property of Openwork.
3.2. The Subscriber is not granted any right to use the Openwork IP Rights. In particular, the Subscriber is expressly prohibited from copying, reproducing, distributing, republishing, publishing, transmitting, decoding, and decompiling the Services or Products, in any form or by the use of any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, without the prior written permission of the owner.
3.3.With the Products, Users realize software solutions for solving specific application problems, the IP Rights of the solutions realized with the Products are owned by the right holders.
4. Limited authorization
4.1.The Subscriber assigns to Openwork only such rights as are reasonably necessary to fulfil the Contract.
4.2.This authorization also extends to third parties with whom Openwork works to supply the Products.
5. Tips
5.1.Openwork may, at its sole discretion and for any purpose whatsoever, use, modify and incorporate into its Products, licenses and sublicenses, any feedback, comments or suggestions that the Subscriber sends to Openwork or posts in Openwork's forums regarding the Products offered.
5.2Openwork is the exclusive owner of all IP Rights that are created by it on the basis of or as a consequence of the implementation of the feedback referred to in the preceding paragraph.
5.3The use described above does not entail the creation of any obligation on the part of Openwork towards the Subscriber
6. References
6.1.Openwork reserves the right to include the Subscriber's name in a list on its website or in promotional materials.
7. IP rights protections
7.1. The Subscriber shall not omit or do anything that may damage Openwork's IP Rights.7.2. The Subscriber shall use the Products in accordance with the Terms. 7.3. In the event of a violation of one's IP Rights, Openwork will take action to protect one's rights in the prescribed manner in the relevant legislation.7.4. Openwork and the Subscriber undertake not to infringe the IP Rights of the solutions realized with the Products.
8. Possible infringement of third party IP rights
8.1If Openwork believes that the Products infringe or suspects that they may infringe the IP Rights of a third party, Openwork may: (a) obtain the right for the Subscriber, at Openwork's expense, to continue using the Products; (b) provide an equivalent non-infringing substitute function; or (c) modify the Products so that the infringement ceases.
8.2If Openwork determines that the options set forth in the preceding paragraph are not commercially reasonable, Openwork may suspend or prevent Subscriber's use of the infringing Products, and will refund to Subscriber any fees paid and not enjoyed for the use of the infringing services or will refund to Subscriber any fees paid, within the last two years, for licensing the use of the infringing Products, or components/features thereof.
8.3Any liability of Openwork for the unsuccessful use of the Products concerned by the Subscriber or the consequent right of the Subscriber to claim reimbursement, indemnity or compensation of any other kind and nature is expressly excluded.
9. Resolution of disputes arising from the infringement of IP Rights of third parties
9.1Openwork will indemnify, defend and hold harmless Subscriber from and against any and all liabilities, damages and costs (including transaction costs and reasonable attorneys' fees) arising out of a third party claim against Subscriber that is based on an allegation that the technology used by Openwork to provide the Services to Subscriber infringes or misappropriates any IP Rights of the third party.
9.2In no event shall Openwork be liable under the preceding paragraph for: (a) the use of any part of the Services in a modified form or in combination with software components not provided by Openwork, and (b) any content, information or data provided by Subscriber or other third parties.
9.3The underwriter must promptly notify Openwork of the complaint and cooperate with it in the defence thereof.
9.4Openwork shall have complete control over and be responsible for the defence, unless (a) any settlement, involving an admission of liability on the part of the Subscriber, requires prior written consent, which may not be unreasonably withheld or delayed, and (b) the Subscriber wishes to participate in the defence with its own lawyer and at its own expense.
10. Exemption from liability of openwork for content used, disseminated and/or transmitted by users
The Subscriber acknowledges that Openwork - subject to the provisions of art. 1229 c.c. - is exonerated from any and all responsibility for any infringement of IP Rights inherent to any and all content in any way used, downloaded, transmitted and/or diffused by the Users through the Products, with the consequence that the Users in question will be solely and exclusively responsible for any infringement of third party rights.
11. Changes
Openwork reserves the right to amend this document periodically.
12. Applicable law
This document is governed by Italian law.
13. Jurisdiction
Any dispute relating to or connected with any infringement of IP Rights shall be finally settled by the Court of Bari.
Rev 1.7 dated 23/05/2023
jamio.com
