1 PREMISES
1.1 This End User Licence Agreement forms an agreement (”Agreement”) between Doxee S.p.A (VAT IT02714390362), a corporation organized under the laws of Italy with registered office in Via Virgilio 48/B, 41123 Modena (MO), Italy (hereinafter ”Doxee”) and any company - included individual company, public company, private company, etc.- (”End User”) and governs all access to and use of the software applications (including all files, documentation, and other accompanying materials – ”Software”) provided by Doxee Adobe Exchange Marketplace.
1.2 This Agreement takes effect when the End User clicks an ”I Accept” button or check box presented with these terms or, if earlier, when End User uses any of the Software offerings (the ”Effective Date”).
1.3 End User must meet the following eligibility requirements in order to obtain Doxee Software services through the Adobe Exchange Marketplace: (a) be a business entity and a valid VAT registration (the services is reserved to professional users only with the exclusion of consumer users); and (b) meet any other eligibility requirements specified in the Adobe Exchange Marketplace terms and conditions.
1.4 As the End User is entering this Agreement for an entity, he/she confirms a) to have the legal authority to enter into this Agreement on behalf of the related company/entity; b) to agree to be bound by and become a party to this agreement, as ”Licensee”.
1.5 The End User recognizes the exclusive property of the Software on Doxee and confirms to use the Software solely on Adobe Exchange Marketplace for its use exclusively under the terms of this Agreement.
1.6 The personal details possibly communicated by the End User to Doxee will be subject to the Doxee Privacy Policy currently referenced at https://www.doxee.com/privacy-policy/ as it may be updated by Doxee from time to time.
1.7 By using the Software, the End User confirms that it has read, accepts and agrees to the terms of this Agreement, Doxee's Privacy Policy and all other instructions provided in relation to the Software. Doxee grants to the End User a non-exclusive, non-transferable license on the Software.
1.8 DOXEE RESERVES THE RIGHT AT ANY TIME TO UPDATE, MODIFY, IMPROVE, CHANGE, ENHANCE, OR DISCONTINUE ANY PART OR ALL OF THE SOFTWARE, WITH OR WITHOUT NOTICE TO THE END USER.
1.9 DOXEE RESERVES THE RIGHT TO AMEND THIS AGREEMENT UPON NOTICE TO THE END USER AND KEEPING THE USE OF THE SOFTWARE BY THE END USER SHALL BE DEEMED AS HIS/HER ACCEPTANCE OF THOSE AMENDMENTS.

2 LICENCE
2.1 Subject to your compliance with the terms and conditions of this Agreement and for the duration of this Agreement as well as of End User subscription to Adobe Exchange Marketplace, Doxee hereby grants to End User a temporary, non-exclusive, non-transferable right and license to use the Software and any accompanying documentation solely on Adobe Exchange Marketplace, subject to any limitations set forth in this Agreement, for purposes related to End User's company's commercial enterprises. The services provided through the Software can be used by End User solely for its own internal use and not for resale and/or for commercialization of such services.
2.2 This Agreement provides for a license of the Software only and is not a sale of the original Software or any copy of it.
2.3 The End User shall not copy, modify, market, adapt or translate, transfer of, the Software to any third party, or permit any third individual or entity other than the End User or its affiliates to have access to the Software. The End User shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software. You shall not sublicense, assign or transfer the Software or your rights in the Software, or authorize any portion of the Software to be copied or accessed from another individual or entity except as explicitly provided in this Agreement.

3 CONDITIONS OF USE
3.1. The End User represents, warrants and agrees for the benefit of Doxee that it shall only use the Software for legal purposes and shall
(a) be responsible for operating systems, including compliance with third party terms and conditions (including, but not merely, Adobe Exchange Marketplace terms and conditions);
(b) not engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by Doxee in its discretion;
(c) not use the Software in any manner inconsistent with this Agreement;
(d) not act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Software or any operating system;
(e) submit or otherwise transmit for processing by the Software any materials that may violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other proprietary rights; or contain otherwise unlawful material;
(f) not transmit any material that is defamatory, offensive or otherwise objectionable in relation to use of the Software;
(g) not use the Software in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
(h) upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
and
(i) not collect or harvest any information or data from the Software or attempt to decipher any transmissions to or from the servers running any Software;
(l) not use the Software for data considered as ”sensitive data” with reference to data protection regulation (such as, personal data allowing the disclosure of racial or ethnic orign, religious, philosophical or other beliefs, political opinions, membership of parties, trade unions, associations or organizations of a religious, philosophical, political or trade-unionist character, as well as personal data disclosing health and sex life) or with reference to judicial data;  (m) not use the Software for and/or with personal data that have been collected and/or processed not correctly.

3.2 Any breach of these conditions by the End User shall entitle Doxee to terminate this Agreement without prejudice to its rights to collect additional fees or enforce other rights under this Agreement.

4 ACCESS & USE
4.1 Doxee reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Software.
4.2 Subject to this Agreement, Doxee discharge any liability for access to the Software by third users authorized by the End User or using login details of the End User.

5 INTELLECTUAL PROPERTY
5.1 The End User acknowledges that Doxee retains ownership of all Intellectual Property incorporated in the Software. The Intellectual Property subject to this Agreement shall include:
(a) all source code, any compiler, similar computer program or other software which is necessary to convert the source code form into the object code form of the Software, and runtime software necessary to execute the source code form of the Software (including interpreters and templates) and any other documentation of the source code form of the Software;
(b) any Intellectual Property generated by Doxee in the process of providing the Software and all derivative works, improvements, enhancements, updates and corrections (irrespective of invention, creation or authorship);
(c) all explanations, flow charts, schematics, algorithms, subroutine descriptions, class and object descriptions, memory and overlay maps, statements of principles of operations, architecture standards, data flow descriptions, class, base-class and sub-class descriptions, data structures and control logic of the software.
5.2 The Software may use software, proprietary systems and Intellectual Property owned by Doxee, or for which Doxee has appropriate authority to use, and the End User agrees that such is protected by copyright, trade marks, patents, proprietary rights and other laws, both domestically and internationally.
5.3. The End User warrants that it shall not infringe any third-party rights through the use of the Software or otherwise, including the Doxee name, trademarks, logo and design.
5.4 Except as provided in this Agreement, Doxee obtains no rights under this Agreement from End User with reference to the content generated by the End User through the Software services.

6 THIRD PARTY SERVICES & SOFTWARE
6.1 THE SOFTWARE MAY USE NATIVE DEVICE FUNCTIONALITY AND OTHER DATA FROM CERTAIN THIRD PARTY SERVICES (TPS), WHICH WILL BE GOVERNED BY THE APPLICABLE TPS TERMS & CONDITIONS. DOXEE IS NOT RESPONSIBLE AND ACCEPTS NO LIABILITY WHATSOEVER FOR ANY TPS OR ANY INTERRUPTIONS TO THE ADOBE EXCHANGE MARKETPLACE WEBSITE DUE TO THE TPS UNDER ANY CIRCUMSTANCES.

7 SUPPORT SERVICES
7.1 Doxee shall use commercially reasonable endeavors to provide the End User with an e-mail service support.
7.2 In no circumstances whatsoever will Doxee have any obligation to support any customisation, altered or modified Software, use with unapproved hardware, Software accessed or used in breach of this Agreement or inconsistent with instructions from Doxee.

8 LIMITED WARRANTY
8.1 THE END USER AGREES THAT IT USES THE SOFTWARE ENTIRELY AT ITS OWN RISK. DOXEE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET END USER REQUIREMENTS.
8.2 THE SOFTWARE IS PROVIDED ON AN ”AS IS” AND ”AS AVAILABLE” BASIS WITHOUT WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE.
8.3 NO PERFORMANCE IS GUARANTEED BY DOXEE. DOXEE DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
8.4 END USER ACKNOWLEDGES THAT DOXEE MAY BE REQUIRED TO REMOVE THE SOFTWARE FROM THE ADOBE EXCHANGE MARKETPLACE PLATFORM UPON REQUEST BY ADOBE EXCHANGE MARKETPLACE ITSELF AT ANY TIME AND FOR ANY REASON: DOXEE IS NOT RESPONSIBLE FOR ANY INTERRUPTION OF ITS SOFTWARE SERVICE IN THIS SENSE AND ANY FEE PAID IN ADVANCE BY THE END USER IN ACCORDANCE WITH AGREEMENT SHALL BE REFUNDED, WITHOUT ANY FURTHER INDEMNITIES, DAMAGES OR INTEREST.

9 LIABILITY & INDEMNITY
10.1 THE END USER ACKNOWLEDGES THAT DOXEE IS NOT RESPONSIBLE FOR THE CONDUCT OR ACTIVITIES OF ANY USER AND THAT DOXEE IS NOT LIABLE FOR SUCH UNDER ANY CIRCUMSTANCES, INCLUDING:
(A) ANY ILLEGAL CONDUCT OF ANY USERS OF THE SOFTWARE;
(B) ANY DEFECT OR FAULT IN THE SOFTWARE RESULTING FROM CUSTOMIZATION OR MODIFICATIONS;
(C) ANY USE OF THE SOFTWARE IN CONTRAVENTION OF THIS AGREEMENT OR OTHER BREACH ANY OF THE TERMS OR CONDITIONS SET OUT IN THIS AGREEMENT.
10.2 THE END USER AGREES TO INDEMNIFY DOXEE FOR ANY LOSS, DAMAGE, COST OR EXPENSE THAT DOXEE MAY SUFFER OR INCUR AS A RESULT OF OR IN CONNECTION WITH THE END USER'S USE OF OR CONDUCT IN CONNECTION WITH THE SOFTWARE, INCLUDING ANY BREACH BY THE END USER OF THIS AGREEMENT.
10.3 THE END USER ACKNOWLEDGES AND AGREES THAT THE END USER IS SOLELY RESPONSIBLE FOR THE ACCURACY, QUALITY AND LEGALITY OF ALL CONTENT MANAGED USING THE SOFTWARE.

10 TERMINATION and CANCELLATION POLICY.
10.1 DOXEE MAY REVOKE OR SUSPEND THE LICENSE TO THE SOFTWARE, OR TERMINATE THIS AGREEMENT, IN THE EVENT OF ANY BREACH BY THE END USER OF THIS AGREEMENT OR AS A CONSEQUENCE OF IT BREACH OF AWS TERMS AND CONDITIONS, INCLUDING BUT NOT LIMITED ANY BREACH TO SECTION: 3 AND/OR 4.
10.2 DOXEE IS ENTITLED TO WITHDRAW/REVOKE/CANCELL AT ANY TIME THE LICENSE OF THE SOFTWARE WITHOUT PRIOR NOTICE AND THE TERMINATION OF THE LICENSE DOES NOT ENTITLE END USER TO ASK FOR INDEMNIFICTION AND/OR DAMAGES. END USER IS ENTITLED TO WITHDRAW
10.3 Expiry or termination of this Agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this Agreement up to the date of expiry or termination.
10.4 All provisions of this Agreement which by their nature should survive termination shall survive termination, including intellectual property rights, limitation of liability, disclaimer of warranty and indemnification.

11 GOVERNING LAW AND JURISDICTION.
12.1 THIS AGREEMENT SHALL BE CONSTRUED UNDER, AND BE GOVERNED BY, THE LAWS OF ITALY AND SUBJECT TO THE EXCLUSIVE ITALIAN JURISDICTION (TRIBUNAL OF MODENA).

13 NOTICES
13.1 The End User can direct notices, enquiries, complaints and so forth to Doxee as set out in this Agreement. Doxee may notify the End User of a change of its details from time-to-time.
13.2 Doxee will send the End User notices and other correspondence to the contact details that the End User submits to Doxee, or that the End User notifies Doxee of from time-to-time. It is the End User's responsibility to update its contact details as they change.
13.3 A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.

14. DATA SECURITY
14.1 End User retains all right, title and interest in and to any data, content, code, video, images or other materials of any type (”Data”) that End User upload, submit or otherwise transmit to or through the Software or through Doxee's support systems; End User has been duly authorized to use and process all third parties personal data (including but not limited to e-mail address, name, surname, address, etc) uses by End User with reference to the services/activities perfomed through the Software.
14.2 With reference to all third parties data, End User is data controller and he warrants to comply with all data protection applicable law. End User shall keep Doxee hold and harmless from any claims and/or damages possibly arising in connection with any End User obligation as data controller.


15 GENERAL
15.1 The relationship of the parties to this Agreement does not form a joint venture or partnership. The parties to this Agreement are independent contractors, and neither party, or any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
15.2 No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
15.3 If this Agreement is inconsistent with any other document or agreement between the parties, this document prevails to the extent of the inconsistency.
15.4 Any clause of this Agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.

PURSUANT TO SECTIONS 1341 AND 1342 OF THE ITALIAN CIVIL CODE, END USER ACKNOWLEDGES THAT IT HAS EXAMINED AND AGREES TO THE FOLLOWING CLAUSES, AND IN PARTICULAR, SECTION 1.8 UNILATER MODIFICATION; 6 LIMITATION OF LIABILITY FOR THIR PARTY SERVICES; 8 LIMITED WARRANTY; 9 LIABILITY & INDEMNITY; 10 TERMINATION AND CANCELLATION POLICY; 11 GOVERNING LAW AND JURISDICTION.; 14.02 HOLD HARMLESS.