1. Premises
This document contains the obligations of the subscriber (hereinafter referred to as the Subscriber) to a contract for the supply/concession of services, products, licenses, and proprietary rights of Openwork srl, with registered office in Bari, Italy, at Via M. Partipilo 38, VAT number 05252520720 (hereinafter referred to as Openwork), regarding the protection of IP Rights owned by Openwork, as well as the powers that Openwork may exercise in this regard.
Failure to comply with the provisions of this document will result in the immediate termination of the rights granted by the aforementioned contract (hereinafter referred to as the Contract).
2. Definitions
For all definitions, please refer to art. 2 of the Conditions .
3. Reservation of rights
3.1. All IP Rights relating to the Services or Products offered are the exclusive property of Openwork.
3.2. The Agreement does not grant the Subscriber and, where applicable, the User any rights to use Openwork's IP Rights. Specifically, the Subscriber and the User are expressly prohibited from copying, reproducing, distributing, republishing, publishing, transmitting, decoding, or decompiling the Services or Products in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of the owner.
3.3. With the Products , Users create software solutions to resolve specific application problems. The IP Rights of the solutions created with the Products are owned by the rights holders.
4. Limited authorization
4.1. The Subscriber grants Openwork only those rights that are reasonably necessary to fulfill the Agreement.
4.2. This authorization also extends to third parties with whom Openwork works to provide the Products.
5. Tips
5.1. Openwork may, at its sole discretion and for any purpose, 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 forums regarding the Products offered.
5.2 Openwork is the exclusive owner of all IP Rights that it creates based on or as a result of receiving the feedback referred to in the previous paragraph.
5.3 The 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 will not omit or do anything that could damage Openwork's IP Rights.
7.2 The Subscriber will use the Products in accordance with the provisions of the Conditions.
7.3 In the event of a violation of its IP Rights, Openwork will act to protect its rights in the manner provided by the relevant legislation.
7.4 Openwork and the Subscriber undertake not to violate the IP Rights of the solutions created with the Products .
8. Possible violations of third party IP rights
8.1 If Openwork believes that the Products infringe or suspect that they may infringe any third party IP Rights, Openwork may: (a) obtain the right for Subscriber, at Openwork's expense, to continue using the Products; (b) provide an equivalent replacement function that is not infringing; or (c) modify the Products so that they cease to be infringing.
8.2 If Openwork deems the options set forth in the preceding paragraph to be unreasonable from a commercial standpoint, it may suspend or prevent the Subscriber from using the infringing Products, and will refund the Subscriber any fees paid but not enjoyed for the use of the infringing services or will refund the Subscriber any fees paid, in the last two years, for the granting of the license to use the infringing products, or their components/functionalities.
8.3 Openwork expressly excludes any liability for the failure of the Subscriber to use the Products concerned or the consequent right of the Subscriber to claim reimbursement, compensation or damages of any other type or kind.
9. Resolution of disputes arising from the infringement of third party IP rights
9.1 Openwork will indemnify, defend and hold harmless the Subscriber from and against any liabilities, damages and costs (including settlement costs and reasonable attorneys' fees) arising from a third-party claim against the Subscriber based on the allegation that the technology used by Openwork to provide the Services to the Subscriber infringes or misappropriates any IP Rights of the third party.
9.2 Under no circumstances will Openwork be liable under the preceding paragraph for: (a) the use of any part of the Services in modified form or in combination with software components not provided by Openwork and (b) any content, information or data provided by the Subscriber or other third parties.
9.3 The Subscriber must promptly notify Openwork of the complaint and cooperate with it in defending it.
9.4 Openwork will have complete control and charge of the defense, except that (a) any settlement, involving an admission of liability by Subscriber, requires the prior written consent, which cannot be unreasonably withheld or delayed, and (b) Subscriber wishes to participate in the defense with its own counsel and at its own expense.
10. Openwork disclaimer for content used, distributed and/or transmitted by users
The Subscriber acknowledges that Openwork – without prejudice to the provisions of Article 1229 of the Italian Civil Code – is exempt from any and all liability for any violations of IP Rights inherent in any and all content used, downloaded, transmitted and/or distributed in any way by Users via the Products, with the consequence that the Users in question will be solely and exclusively responsible for any violation of third party rights.
11. Changes
Openwork reserves the right to periodically modify this document.
12. Applicable law
This document is governed by Italian law.
13. Competent court
Any dispute relating to or connected to any infringement of IP Rights will be finally resolved by the Court of Bari.
Rev 1.7 dated 05/23/2023
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