CUSTOM END USER LICENSE AGREEMENT
_CUSTOM END USER LICENSE AGREEMENT_
This Custom End User License Agreement (“CEULA”) is entered into between, Inspiria Dental, S.L. (“Inspiria”) whose principal place of residence is at Paseo del Club Deportivo, número 1, edificio 15ª, primero, C.P. 28223 de Pozuelo de Alarcón, Madrid, España. Registered in the Commercial Registry of Madrid under Tax Identification Number B-88302492.
And, the Users («User(s)” or “End user(s)») of the Inspiria application (“App” or “the App”) for mobile devices.
The Parties mutually recognize their legal capacity to enter into this Custom End User License Agreement, and to that effect, freely agree to the following:
This Agreement between the User and Inspiria governs the terms and conditions of use of the Inspiria App. The product which is the subject of this CEULA is the Inspiria App, which is free of charge, distinct from and ancillary to the paid products offered on or through the App.
The User acknowledge and agree that this CEULA is solely between the User and Inspiria, and not with the App Store provider or your mobile service provider, and that Inspiria is solely responsible for the App and its content under this CEULA.
If the User has subscribed to or activated paid functions, features or services through the App, such functions, features or services shall be governed by their own terms and conditions. The User declares being responsible for knowing and accepting the terms and conditions related to those differentiated products and Inspiria undertakes to make such terms and conditions available to the User.
By means of this CEULA, Inspiria grants to the User the sole right to use the Object Code License («License») of the Inspiria App.
The foregoing without prejudice to the User’s compliance with the rules of use provided by the corresponding Application Store..
2) REPRESENTATION AND INFORMED CONSENT
The User declares that he/she gives his/her informed consent and willingness to be bound by this CEULA by downloading, installing, using, copying or clicking on the «I accept» button which link to this Agreement (whichever is earlier). In doing so, the User also declares that he/she has been informed of the following aspects.
1. That the validity of this CEULA and its binding nature does not require written acceptance or consent. The use, download, installation, copy or clicking the accept button in reference to this CEULA implies necessarily the free and unequivocal manifestation of consent to be bound by the user in this contract.
2. That this CEULA has been made available to the user prior to or simultaneously with the access to the App, either through the respective App store or through the App itself. In addition, this CEULA is available at all times for consultation by the User during its use of the App.
3. The User acknowledges having read and fully understood this Agreement on his/her own or through a third party if needed, accepting it expressly, fully and without reservation.
4. Furthermore, the User declares to have read, understood and accepted expressly, in full and without reservation:
5. The User agrees that in case of non-compliance with this CEULA, the User must refrain from downloading, accessing or using the App in any manner.
6. The User acknowledges that, for the provision of the services it is essential to have an internet connection, being the End User solely responsible for the cost and expenses involved in such connection, as well as in any issues related to your internet service or communications provider.
7. The User declares that some services provided through the App require an appropriate bandwidth for downloading, reproduction or interaction with the contents. It is the End User sole responsibility to ensure that he/she has the appropriate internet connection and characteristics for the service provision.
8. The User declares to be responsible for keeping a copy of this contract and Inspiria undertakes to make a copy available to the User at all times through the App.
3. OBJECT CODE LICENSE GRANTING
By accessing or using the App the User enters into this Agreement, acquires and Inspiria grants to the User a right of use in the form of an object code License. The License has the following characteristics: it is limited, non-exclusive, international, non-transferable, royalty-free, revocable, cannot be sublicensed or subcontracted, and is issued for a definite term.
The License scope of issuance is the use of the Inspiria App, and further access to the services offered through it, on any mobile device owned or controlled by the user for the purposes and to the extents specified in this CEULA.
Accordingly, the License grants the Users a right to download, install and use the software for non-commercial purposes on a mobile device owned or controlled by the User. The User may also access and use the services and content provided by Inspiria through the App.
The User agree and acknowledge that the App is provided under License and not for sale, and that Inspiria reserves all rights not expressly granted to the User under this Agreement.
This CEULA and the License is applicable to any update, upgrade, enhancement, and bug correction to the App which is made available to the User.
4. LICENSE RESTRICTIONS AND PROHIBITIONS
The User, by means of the License granted by Inspiria is expressly prohibited from:
5. LICENSE VALIDITY
License validity shall commence on the date the User install or otherwise use the App, and shall end on the date the User delete or uninstall the App from his/her device, permanently cease to use the App, or upon Inspiria’s reasonable decision to terminate the License.
Inspiria may terminate the License at any time immediately, automatically and without notice whenever the User breach this CEULA or the License.
6. RESERVATION OF RIGHTS
Inspiria reserves any rights not expressly granted to you in this CEULA. In this regard, Inspiria reserves all rights, titles and interests in the App and over any other aspect of the service, as well as any associated copyrights. Namely, but not limited to, those referred to: images, photographs, animations, video, text and content of any kind, copyrights and copyright registration rights with respect to the software, its design, architecture or code, with respect to firmware, graphical interfaces, drawings, moral rights, trade secrets, and other rights with respect to information whether confidential or proprietary, experience and know-how, other rights related to inventions, discoveries, ideas, improvements, techniques, formulas, algorithms, processes, schematics, test procedures, technical information and other technology, trademarks, and other intellectual and industrial property rights therein.
In the event that the User makes any contribution either directly or indirectly, that gives rise to intellectual property rights or copyrights, the User hereby grants to Inspiria an exclusive, perpetual, irrevocable, fully transferable and international right to use its contributions in any manner and for any purpose that complies with Spanish law. Including the rights to reproduce, copy, adapt, modify, display, publish, retransmit, transmit or otherwise communicate the User contribution, without prior notice to the User, and without compensating the User in any way during the entire period of protection granted to intellectual property rights by the applicable laws and international conventions.
Inspiria does not grant you any intellectual property rights in the App, nor in any other component of the service provided through the App. All ownership and intellectual property rights remains reserved to Inspiria including, but not limited to, copyrights, patents, trade secrets and trademarks. The accompanying materials and any copies of the App belongs to Inspiria or to its suppliers. Accordingly, the user acknowledges its obligation to treat the App as material protected by international copyright laws and treaties, and as provided in this CEULA.
The App is copyrighted and protected by Spanish, European and by the applicable provisions of International Treaties.
7. SERVICE PROVISION
Inspiria in no way guarantees that the App or other aspects of the service will be permanently accessible or usable on all devices, on all mobile operating systems, or that the service will be available in all geographic locations.
Inspiria is under no obligation to provide you with enhancements or updates to the App. In any event, where Inspiria provides you with upgrades or updates, this CEULA will be applicable in full with respect to such upgrades or updates unless the update is accompanied by a new version of this CEULA.
If you choose not to download any updates or upgrades provided by Inspiria, you agree that your device may be exposed to security threats that could result in your device being rendered unusable or damaged by an attack.
8. THIRD PARTIES PRODUCTS AND SERVICES
Links or other features providing access to third parties products and services are not under the control of Inspiria and Inspiria is not responsible for any information, material or interaction with such third parties products or services.
The user expressly waives any claim he/she may have against Inspiria for the use of third parties’ products or services.
9. CONTRACT TERMINATION AND LICENSE WITHDRAWAL
Termination of this CEULA or License withdrawal shall automatically and immediately forfeit any authority granted by Inspiria in connection with the use of the App and its services. The foregoing on such terms as Inspiria may conveniently determine from time to time and without prior notice to the user.
Furthermore, termination of the Agreement by either party shall result in the simultaneous revocation of the License. However, Inspiria may unilaterally and reasonably decide to revoke the License exclusively to the user.
In any of the above cases, the user must cease the use of the application, as well as destroy any total or partial copy of the application in his/her possession.
The events listed below constitute breaches of this CEULA and will result in the suspension or termination of the contract, as well as the revocation of the License as determined by Inspiria, and without prejudice to the possibility of exercising any other relevant legal action.
10. SAFETY AND SECURITY MEASURES
The user is responsible for taking the appropriate safety and security measures to ensure that no unauthorized person accesses his/her account. In this regard, the user agrees not to create more than one account to access the App, not to share his/her login credentials with third parties, not to assign his/her account in any other manner to third parties
Likewise, the User is responsible for:
Inspiria will not be liable in any way if account information is intercepted by an unauthorized person, whether at home, at work, or at any other place of access when the user has breached the above responsibilities. Likewise, Inspiria shall not be liable in any respect for any loss or damage arising from the User failure to protect its login credentials, nor for any expenses the User may incur as a result of the breach of its responsibilities.
11. WARRANTIES EXCLUSION AND LIMITATION OF LIABILITY
The limitation of liability and exclusion of warranties are fundamental conditions for the granting of the License.
To the fullest extent allowed by the applicable law, the User acknowledge and agree that its use of the App is at its sole risk and without any warranty regarding its quality or performance. Both the App and any of the services provided or performed through the App shall be understood to be provided in the exact manner in which it is offered, subject to availability and with any defects it may present, without warranty of any kind.
The User is informed and agrees that Inspiria declines, to the fullest extent permitted by the applicable law, any express, implied or statutory liability for the App or the services included therein. Except as provided in the specific products or services (offered through the App) terms and conditions.
The warranties exclusion includes, but is not limited to, implied warranties of condition, uninterrupted use, merchantability, quality, fitness for a particular purpose, non-infringement of third party rights, and warranties arising from usage or trade practice. Inspiria does not warrant to the user the peaceful use and enjoyment of the App, its functions or services, nor does Inspiria warrant that the App operation or services will be free from interruptions, errors or appreciable deficiencies.
Inspiria does not guarantee that the App or the service is compatible with any other application or service, or that it is compatible with all operating systems, or with all mobile devices. No advice or communication by any means provided by Inspiria to the Users shall be construed as a warranty.
In the event that any jurisdiction does not allow the foregoing exclusion of warranties, the foregoing provisions shall apply to the fullest extent permitted by the laws in force in that jurisdiction and in no event, shall this contract be entirely null and void by virtue among others of the favor contractus and favor negotii principles.
EXCLUSION AND LIMITATION OF LIABILITY
To the maximum extent permitted by the applicable law, the User agrees that Inspiria shall not be liable for any damages of any kind, including loss of use or data, loss of profits or business interruption arising out of or in connection with this Agreement, the License or the use or operation of the App and its service. Irrespective of whether the liability is contractual, tort, negligence, strict liability or any other type of liability and regardless of whether Inspiria has been informed or not.
In any event and without prejudice that the User agrees that Inspiria adheres to any exclusion or limitation of liability permitted by applicable law to the fullest extent. In the event that applicable law precludes the application of the foregoing provisions, the User expressly and voluntarily agree that in no event and under no circumstancecs shall Inspiria’s total liability for any damages, injury or indemnification that may be payable exceed the maximum amount of 30 Euros or 30 Dollars.
The User expressly agree and declare that is not a prohibited end user under any applicable laws, including but not limited to the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons the European Union’s Consolidated List of individuals, groups and entities subject to economic sanctions; or the United Nations Security Council’s Consolidated List.
The User undertakes not to use the application or its content in any manner that violates or undermine the applicable law. The user also declares that he/she will not export, re-export, ship, transfer or use the App or its components to a country subject to embargo or sanctions by the European Union, the United States of America or any other State. As a result, Inspiria shall be exempt from any liability or penalties imposed for this reason, considering that users are obliged to inform Inspiria of this circumstance, and that the failure to do constitutes a presumption that Inspiria is unaware of the personal situation of each user, and that it is not possible to require Inspiria to conduct a thorough investigation of each user. Any such claim must be made exclusively against the User or otherwise Inspiria’s liability shall be limited to a maximum amount of 30 Euros or 30 Dollars.
12. ENTIRE AGREEMENT AND PARTIAL INVALIDITY
If any provision of this CEULA become illegal or unenforceable under applicable law, the remaining provisions shall be corrected to achieve an effect as close as possible to the original CEULA condition. In any case those provisions not affected shall remain in full force and in full effect.
Notifications are a mean for Inspiria to provide the User with information regarding the App and its services, including safety or security alerts about the User’s account. The User can suspend or disable notifications at any time through the device settings or by deleting the App. The User agrees that Inspiria may use its account information to send notifications whether or not the User is currently logged in or using the App and whether or not the device is in lock or suspend mode.
The User consent that Inspiria shall send emails, SMS and push notifications or other types of messages related to the App, its services, the License or this Agreement.
14. PERSONAL DATA AND PRIVACY
The User is responsible for the origin of the content and any personal data he/she submit, post or provide through the App. In doing so, the User represent and warrant to Inspiria that such content and attachments do not include unauthorized third parties’ information and, if applicable, that the User have the necessary permits to submit, post and provide such data.
By uploading any type of data or information to the App the User expressly acknowledge that the information is not confidential and that he/she have the necessary authorization to submit, post or make available such information and that the User authorize Inspiria to use the data within the App to the extent necessary to provide the services.
The User acknowledge and agree that Inspiria may use automated means to collect and use any technical data and other information in this regard, including but without limitation any technical information about your mobile device, your use of the App, the operating system, the Apps installed on your device, and any peripherals connected to your device. This information may be collected on a regular basis, for the purpose of facilitating the delivery of updates or offering other services in connection with the App and according to the User’s interests.
15. APPLICABLE LAW AND JURISDICTION
This CEULA, as well as any question or discrepancy derived from it, shall be governed and interpreted in accordance with Spanish law. In no event, shall the provisions of the United Nations Convention on Contracts for the International Sale of Goods of 1980 apply to this Agreement. Any dispute relating to the interpretation or performance of this Agreement that cannot be resolved amicably shall be submitted to the competent courts and tribunals of the city of Madrid, Spain.
16. APPLE STORE
The User and Inspiria acknowledge that this Agreement is solely between the parties, and not with Apple, Inc. Inspiria and not Apple is solely responsible for the Licensed Application and its content. The User further acknowledge having reviewed and agreed to the App Store Terms of Service. Inspiria acknowledge this CEULA is not in conflict with Apple’s App Store Terms of Service.
The license granted to the User is not transferable for using the App on any Apple-branded product that you own or use. Except that the App may be accessed, purchased or used by other accounts associated with the User, either by sharing it with your family or through volume purchases.
MAINTENANCE AND TECHNICAL ASSISTANCE
Neither Apple nor Inspiria are responsible for providing maintenance and support services with respect to the Inspiria App. Inspiria disclaims its responsibility to fullest extent permitted by the applicable law and according the terms set forth in this CEULA. Under any circumstance both Inspiria and the User acknowledge that Apple is not obliged to provide the User with any maintenance, technical assitance or support services related to the App.
Apple is not responsible for any warranty under this Agreement. Inspiria is solely responsible for the warranty under the terms of this CEULA and to the extent that the warranties has not been effectively disclaimed. In the event of any App failure to comply with any applicable warranty, the User have the right to notify Apple and Apple will refund the official retail price of the App. To the maximum extent permitted by the applicable law, Apple shall have no further warranty obligations with respect to the App.
Inspiria and the User acknowledge that Inspiria and not Apple is responsible for addressing any claims relating to the App and the User possession or use of the App according to this CEULA.
INTELLECTUAL PROPERTY RIGHTS
Inspiria and the User acknowledge that in the event that any third party makes a claim that the App or your possession and use of the App infringes its intellectual property rights, Inspiria, and not Apple, will be responsible for the investigation, defense, settlement and dismissal of any such claim of intellectual property right infringement in accordance to the established on this CEULA.
TERMS OF THE AGREEMENT FOR THIRD PARTIES
When the user makes use of the application, they must comply with the terms of the contract of any third party that may be applicable, such as, for example, the service contract for their consumption of data over the telephone network.
THIRD PARTY BENEFICIARIES
Inspiria and the user acknowledge and agree that Apple and its subsidiaries are third party beneficiaries of this Agreement and that, upon their acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted such right) to enforce this Contract with you as a third party beneficiary.
17. CONTACT INFORMATION
Inspiria Dental, S.L., Tax Identification Number (C.I.F.) B-88302492. Address: Pº Club Deportivo 1, Edif. 15A, 1ª, C.P. 28223, Pozuelo de Alarcón, Madrid, España.
Phone number: (0034) 918 55 27 67.