1. Definitions
1.1. Terms and expressions.
In the following terms and expressions will assume, within this document, in its attachments, and in the phases of execution of the contract, the meaning indicated below for each one of them, which will remain the same for both singular and plural.
“Database”: means data collections or other independent elements, even if not systematically or methodically arranged and individually accessible by electronic or other means.
“End Users”: means the Licensee’s customers which may indirectly benefit from the License;
“Hardware”: means the physical and material part of a computer, that is all the magnetic, optical, mechanical and electronic parts that constitute it and allow it to function, as well as the relative documentation that may allow,
even potentially, its realisation;
“Intellectual Property Rights” shall mean all intellectual and industrial property rights which may arise, including but not limited to, from patents, trademarks and other distinctive signs, designs, Service, trade secrets and
any other company information and technical-industrial and commercial experience, as well as any other intellectual property rights, including rights of database maker.
“License”: means this user license agreement;
“License Key”: shall means the code provided to the Licensee in order to activate the services referred to on the flashbeing.com web site;
“Licensee”: the single party to whom the Service is licensed;
“Licensor” or “Owner”: means FlashBeing s.r.l., located at Via Leonardo da Vinci 2 / C - Bolzano (Italy), VAT. 02834950210, share capital Eur. 100,000.00, of which paid 100,000.00, email info@flashbeing.com,
tel. 3471410249;
“Service”: the opportunity to make use of the services referred to on the flashbeing.com web site;
“Subscriber”: refers to any individual or entity that has registered for, purchased, and agreed to the terms of a subscription to access and utilize the services provided by the Licensor;
“Site”: means flashbeing.com;
“Software”: means an expression of an organised and structured set of instructions or symbols capable of directly or indirectly having a predefined function, a task or a result executed or obtained by means of an electronic information
processing system, be it performed represented in the expressive form of source code or executable. Under the License, the term Service identifies any computer program (regardless of version or release), firmware, protocol, development kit,
library, documentation, standard, format, architecture, language, Database.
2. License Grant
2.1. License.
By means of the License Key and subject to the terms and conditions of the present License, the Licensor shall grant Licensee a limited, non-exclusive and revocable right to use the Service, in object code for internal business purposes only.
Nothing in this License will be deemed to grant Licensee any additional right, title or interest in the Service or in any other work embodied in the Service or related materials supplied to Licensee by Owner. It is understood that the Licensee
shall use the Service, at his own risk and according to its own preferences and guidelines.
2.2. Subscription Services.
Licensor offers subscription-based access to specific features of the product. Upon subscribing, you will receive access to the specified services for the duration of the subscription period, subject to the terms of this Agreement.
2.3. Subscription Fees.
2.3.1. The subscription fee is variable according to the number of resources purchased by month or by year, payable in advance.
2.3.2. All fees are non-refundable, except as required by applicable law.
2.3.3. The Licensor reserves the right to change the subscription fee for any renewal term, with notice to the Subscriber before the end of the current subscription period.
2.4. Payment Terms.
2.4.1. The Subscriber authorizes the Licensor to charge the subscription fee to the payment method provided during the registration process.
2.4.2. In the event of a payment failure, the Licensor may suspend or terminate the Subscriber’s access to the services until payment is successfully processed.
2.5. Non-Refundability.
2.5.1. All subscription fees are final and non-refundable. No refunds or credits will be provided for partial use or non-use of the subscription services.
2.5.2. If the subscription is terminated or cancelled by the Subscriber or the Licensor for any reason, the Subscriber will not be entitled to a refund of any kind.
2.6. Renewal and Cancellation.
2.6.1. The subscription will automatically renew at the end of each subscription period unless cancelled by the Subscriber prior to the renewal date.
2.6.2. The Subscriber may cancel the subscription at any time from its settings panel or by sending an email to accountancy@flashbeing.com requesting the cancellation. Cancellation will take effect at the end of the current subscription period.
2.6.3. The Licensor reserves the right to cancel or suspend the subscription for any reason, including but not limited to breach of this Agreement, with or without notice.
2.7. Suspension.
Licensor shall be entitled to suspend the License, subject to 12 hour-prior written notice to the Licensee, for security reasons.
3. Authorised use and restrictions
3.1. Authorized operations.
Each User has the right to create, upload and publish content (eg: photos, texts, music, videos, and other content that can be uploaded in accordance with the Terms of Service, etc.) on the site or to publish third party content accessible on-line
under your account (hereinafter "User content") in accordance with the Terms and Conditions.
3.2. Unauthorised operations.
The User agrees:
a) not to upload materials protected by intellectual and industrial property rights lacking authorization of the holders of these rights;
b) verify that any link or framing or referrals of any kind to sites or third-party content that the user intends to make is allowed by the above third;
c) not to upload viruses, malware, trojans, or other malicious code;
d) not to sell any type of products and services on the Site;
e) not to spam and post unauthorized commercial communications on the Site;
f) not to offend, insult, defame, disparage, threaten, intimidate or harass other users or third parties, including non-users of the Site;
g) not to post defamatory, offensive, pornographic, racist, classist, sexist content or content containing hate speech or violence or relating to nudity or gratuitous violence;
h) not to promote the use of drugs, psychotropic substances or alcohol consumption;
i) not to spread personal data of third parties without the necessary licenses and / or in a manner contrary to the law through the Service;
j) not to promote sweepstakes and prize contests;
k) not to promote gambling, games of chance or games of skill with cash prizes;
l) not to undertake multi-level marketing actions contrary to the law (I.E .: pyramid schemes and the like);
m) not to perform, promote or sponsor cyber-attacks of any type and sort to the Site, to other users, third parties or to other sites or computer systems;
n) not to use the Site to perform any type of illegal activity or that would violate the rights of others in any way.
3.3.
The User represents and warrants that he or her has obtained from all stakeholders and / or holders of rights to the User Content (including rights guaranteed by the Personal Data Protection Code, Legislative Decree no. 196/2003 and the law on
the author’s rights, L. 633/1941) the necessary consents and authorizations, for the duration of their publication and utilization by the User.
3.4.
The User is solely responsible for the User Content uploaded or published on the Site and any, effect, consequence, claim or damage caused by publication through the Service or the storage of such on the Site.
3.5.
The Licensor, without prejudice to any other remedy available to it under the law or under the Terms, at all times reserves the right, but not the obligation, to remove and remove any User Content without notifying the User, if it believes, in
its sole discretion, that the User content violates these Terms and Conditions or the law.
3.6.
Users may not modify, circumvent or violate in any way any security measures of the Site provided by the Licensor to protect the integrity of the Site and the Service, for the protection of other users and for the protection of third parties or
the law.
3.7. Temporary acts of reproduction.
Temporary acts of reproduction without economic importance of their own which are transitory or ancillary in nature and an integral and essential part of a technological process, performed for the sole purpose of allowing the correct execution
of the Service, are expressly authorised.
3.8. Restrictions on use.
Without prejudice to articles 3.1. and 3.2. and unless otherwise provided in the License, Licensee shall not: (i) sublicense, sell, resell, transfer, assign, distribute, share, lease, rent, make any commercial use of, outsource, use on a timeshare
or service bureau, or use in an application service provider or managed service provider environment, or otherwise generate income from the Service; (ii) without prejudice to article 5 and unless otherwise provided in the License, cause or
permit the decompiling, disassembly, or reverse engineering of any portion of the Service, or attempt to discover or permit the discovery of any source code or other operational mechanisms of the Service.
4. Safety copies, study and business continuity
4.1. Backup.
The Licensee may, at any time, make a backup copy of the Service, if such copy is necessary for its use.
4.2. The right to observe and study.
The Licensee is granted the right to observe, study or test the functioning of the Service, in order to determine the ideas and principles upon which each element of the Service itself is based. In this event, Licensee undertakes to communicate
the results of these operations to the Owner, in order to improve the Services and the Service.
5. Interoperability
5.1. Interoperability.
If Licensee wishes to make the licensed Service interoperable with other Service, documents and/or document standards of third parties, it shall communicate this intention to the Owner, by means of a detailed communication, which shall contain
every element suitable for defining an application or documentary interoperability framework. The Owner, if deemed necessary, may request further information that the Licensee is obliged to provide and shall be entitled - but not obliged -
to provide the Licensee with information necessary to achieve this interoperability. In case the Owner does not provide the information requested, the Licensee will be able to perform the activities admitted by applicable law, if necessary,
in order to achieve interoperability, subject to the above conditions:
- the information necessary to achieve interoperability is not already easily and readily accessible;
- the activities shall be limited to the parts of the Service necessary to achieve interoperability.
5.2. Restriction of use.
In any case, the information obtained according to art. 5.1 are subject to the following limitations:
- information shall not be used for purposes other than achieving the interoperability of the independently created program;
- information shall not be communicated to third parties, except for the need to achieve the interoperability of the independently created program;
- information shall not be used for the development, production or marketing of a Service substantially similar in its expressive form, or for any other activity that violates the License.
6. Databases
We do no share any data or analytics with third parties.
7. End Users
Unless otherwise agreed, the Licensee shall not share the Service (including supply, sell, rent, sublicense lease, use, download, access, copy, disseminate, distribute, circulate, publish, display, reproduce or otherwise exploit whether for profit
or not), with a third party who is not subject to the terms of License provided that the Licensee may provide the Service to End Users, when necessary for the functioning of the Service, by means of a specific agreement that:
- does not attribute, in any case, to the End User higher rights than those contained in this License;
- attributes a set of rights to the End User for what is strictly necessary for the execution of the License.
8. Free Service or open source Software (“FOSS”)
8.1. List of FOSS.
During the execution of the License, FOSS could be used, as well as be made available to the Licensee. If requested, a list of such Software shall be provided to the Licensee. The Licensee declares to know and accept the license conditions indicated
therein, including, in particular, the warranty limitations.
8.2. MIT and X11.
If the FOSS license allows to withhold all rights related to the Software and its source code (as MIT and X11 license), the Owner shall retain all rights on the Software, without any obligation to communicate its source code.
8.3. No exceptions.
The Licensee waives any right to raise claims regarding the validity of the License.
8.4. Conflict.
In the event of a conflict between the License and terms of the FOSS license, the latter shall prevail.
9. DRM and electronic information on the system of rights
9.1. Digital Rights Management.
Without giving notice to the Licensee, the Owner shall be able to embed effective technological protection measures, including Digital Rights Management (DRM), in the Service, which include all the technologies, devices or components that, in
the normal course of their operation are intended to prevent or limit acts not authorised by the Owner.
9.2. Information on proprietary rights.
Without giving notice to the Licensee, the Owner is allowed to embed electronic information about proprietary rights, in the Service.
10. Links to third-Party Sites
10.1.
The Licensor is not responsible for the content of external third-party websites to which the Company refers via links from the Site or through hypertext links of any kind.
10.2.
The Licensor does not warrant or represent that the content or represented at the sites of third parties referred to in art. 10.1. is true, accurate, complete, authentic, or in line with the rules and regulations applicable to content, services,
activities represented in these sites.
11. Unauthorized use and suspected breach of security
The Licensee shall notify the Owner immediately of any unauthorized use of any password or account or any other known or suspected breach of security or misuse of the Service. The Licensee is responsible for use of the Service by any and all employees,
contractors, or other users (other than End Users) that it allows to access the Service and shall ensure that all above users are subject to confidentiality and shall use provisions at least as restrictive as those contained herein, and shall
abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with each use of the Service.
12. Proprietary rights
Owner owns and shall retain all Intellectual Property Rights, worldwide, related to the Service, regardless of whether or not protected by patent, with the exception of FOSS included therein.
13. Warranties
13.1. Warranty Disclaimer.
Except as explicitly provided herein, the Licensor expressly disclaims any and all other representations and warranties, either express, implied, or otherwise with respect thereto, including, but not limited to, any implied warranty of merchantability,
fitness for a particular purpose, title, non-infringement, or the continuous, uninterrupted, error free, virus-free, or secure access to or operation of the Service. The Licensor expressly disclaims any warranty as to the accuracy or completeness
of any information or data accessed or used in connection with the Service.
14. Term and Termination
14.1. Term.
The Term is perpetual until termination by either Party pursuant to art. 14.2.
14.2. Termination.
Either Party has the right to withdraw from the General Conditions at any time with prior notice of 15 (fifteen) days, to be communicated by email.
14.3.
The Licensor may at any time suspend the Licensee’s account and therefore to prevent the latter from using the Service if it believes that the Licensee has violated the Terms and Conditions.
15. Indemnification and limitations of liability
15.1. Indemnification.
(i) By Licensor. Licensor agrees to indemnify, defend and hold harmless Licensee from any third Party suits, losses, claims, demands, liabilities, costs and expenses (including reasonable attorney and accounting fees) that Licensee
may sustain or incur arising from infringement or misappropriation of the Service or the use thereof of any Intellectual Property Rights of a third Party, provided that Licensee complies with the terms of paragraph (iii) below. In the event
that the Service is, or in Licensor’s sole opinion is likely to be, enjoined due to the type of infringement described in this article 17, Licensor, at its option and expense, may (a) replace the applicable Service with functionally equivalent
non-infringing technology or (b) obtain a license for Licensee’s continued use of the applicable Service, or, if the foregoing alternatives are not reasonably available to Licensor, (c) terminate the licenses and refund any sums prepaid for
the remainder of the Term, if any. THE FOREGOING PROVISIONS OF THIS SECTION STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LICENSOR AND THE EXCLUSIVE REMEDY OF LICENSEE, WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OF PATENTS, COPYRIGHTS,
TRADE SECRETS, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS BY THE SERVICE.
(ii) By Licensee. Provided that Licensor complies with the terms of paragraph (iii) below, Licensee agree to indemnify, defend and hold harmless Licensor, its affiliates, officers, directors, employees, consultants, agents, suppliers
and resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from Licensee’s violation of this Agreement.
(iii) Indemnification Requirements. In claiming any indemnification under this article 17, the indemnified Party shall promptly provide the indemnifying Party with notice of any claim that the indemnified Party believes is within
the scope of the obligation to indemnify. The indemnified Party may, at its own expense, assist in the defence if it so chooses, but the indemnifying Party shall control the defence and all negotiations relative to the settlement of any such
claim. Any settlement intended to bind the indemnified Party shall not be final without the indemnified Party’s written consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the terms of article 17, Licensor
will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from: (i) modifications to the Service made by a party other than Licensor; (ii) the combination, operation or use of the Service
with equipment, devices, Service or data not supplied by Licensor, if a claim would not have occurred but for such combination, operation or use; (iii) Licensee’s failure to use updated or modified Service provided by Licensor.
Nothing in the License shall exclude or limit Licensor’s liability for wilful misconduct or gross negligence, as well as any other liability which cannot be excluded by law.
16. Interpretation
The License voids and replaces any previous agreements relating to the license of the Service. Should the nullity and / or invalidity of any of the clauses contained herein be declared by law and / or by any public authority, the remaining clauses
will be considered valid and effective. In interpreting the License, it is necessary to investigate what the common intention of the Parties was, to be evaluated according to the behaviour held during the execution of the contract and to the
communications occurred through the official communication channels designated for this purpose. When in doubt, the individual clauses of the License must be interpreted in the sense in which they may have some effect, rather than in the sense
in which they would have no effect; any ambiguous clauses are interpreted according to what is generally practiced in the Licensor business area.
The provisions of the License cannot be interpreted in such a way as to allow their application to unduly prejudice the Licensor’s legitimate interests as well as to be in conflict with the normal exploitation of the Licensed Service.
17. Governing Law
This License shall be interpreted and construed according to, and governed by, the Italian law without giving effect to any conflicts of laws and principles that would require the application of the laws of a different jurisdiction.
18. Jurisdiction
All disputes arising between the Parties in connection with the interpretation, validity and performance of this License shall be submitted to the exclusive jurisdiction of the Court of Milan, without regard to conflict of law principles.
19. Miscellaneous
19.1. Waiver and Severability.
If any provision of this License is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as closely as possible the same economic effect of the original provision and the
remainder of these will remain in full force and effect.
19.2. Export Controls.
Each party shall comply with all applicable export control laws and regulations with respect to all Service provided hereunder.
19.3. Maintenance and support service.
Maintenance and support services related to the Service will be regulated by separate agreement.
19.4. NIS collaboration.
The Licensor in compliance with directive (EU) 2016/1148 (NIS), undertakes to comply with the indications provided by the competent national authorities, the contact points, and the computer security incident response teams (“CSIRTs”), in relation
to each request for intervention following each event that has had a real detrimental effect on the security of the network and information systems.
19.5. Privacy and data protection.
The processing of personal data carried out for the purposes of the License, in compliance with Regulation EU/2016/679, shall be performed in accordance with General Data Processing Agreement.
19.6. Third party API Clients.
In order to offer our services, we integrate third party API Clients. Specifically, by using YouTube APIs, you agree to be bound by the YouTube Terms of Service.
Last update: 11/12/2019
