End User License Agreement
This End User License Agreement (the “EULA”) is a legal agreement between Imagicle S.p.A. (“Imagicle”, “we”, “us”, “our”) and the person accessing or using any Imagicle Offering (“you”, “User”).
If you are using the Offerings on behalf of a business, that business is the “Customer” and must have a valid agreement in place with Imagicle or an authorized reseller/partner.
1. Definitions
Customer means the organization that has purchased, subscribed to, or otherwise obtained rights to access and use the Offerings under an Order Form and/or Service Agreement.
Offerings means any Imagicle software, applications, platforms, and services, whether provided on-premises/self-hosted, as SaaS/cloud services, via websites/portals, mobile applications, APIs, or other means, including any updates and Documentation.
Documentation means user guides, technical documentation, policies, and other materials made available by Imagicle for the Offerings.
Service Agreement(s) means the contract documents applicable to the Offerings purchased by Customer, including without limitation: Imagicle Terms and Conditions of Sale, Order Forms/Quotes/SOWs, Product-specific service agreements, and any applicable data processing agreement and privacy documents, as incorporated.
2. Scope
2.1 Authorization required.
You may access and use the Offerings only if
(a) you are authorized by the Customer, and
(b) the Customer has valid rights to the applicable Offering(s) under the Service Agreements.
2.2 Relationship to Customer agreements.
Your use of the Offerings is subject to the applicable Service Agreements and the Customer’s entitlements thereunder.
2.3 Order of Precedence.
In the event of any conflict or inconsistency among the documents forming the agreement between Imagicle and Customer, the following order of precedence shall apply (highest to lowest):
(1) the applicable Order Form (including any special terms stated therein)
(2) the T&C
(3) the applicable Service Agreement
(4) this End User License Agreement
For matters related to personal data processing, the applicable Data Processing Agreement available at www.imagicle.com/legal-terms/data-processing-agreement shall apply as specified therein and/or in this Agreement.
3. Acceptance
By installing, accessing, clicking “accept”, using credentials, or otherwise using an Offering, you acknowledge that you have read and agree to this EULA.
4. License grant
4.1 License / access right
Subject to this EULA and the Service Agreements, Imagicle grants you a limited, non-exclusive, non-transferable, non-sublicensable right to use the Offerings solely for the Customer’s internal business purposes and only within the Customer’s entitlements (users, metrics, features, term, territory, and other limits).
4.2 No sale
Offerings are licensed and/or provided as services; they are not sold. Imagicle and its licensors retain all right, title, and interest in the Offerings and Documentation.
5. Accounts, credentials, and security
5.1 Credential responsibility
You must keep credentials confidential, use them only as authorized, and promptly notify the Customer (and Imagicle where applicable) of any unauthorized access or security incident.
5.2 No sharing / circumvention
You must not share credentials, bypass authentication, or attempt to access data, tenants, environments, or features not authorized for the Customer.
6. Acceptable use
6.1 General rules
You must use the Offerings in compliance with applicable laws and the Documentation, and you must not use the Offerings to:
send or facilitate unlawful, deceptive, or harmful communications;
transmit malware, exploit vulnerabilities, or perform abusive or disruptive activities;
interfere with, degrade, or disrupt the integrity, availability, or performance of the Offerings or third-party networks/systems;
access, collect, or store data without appropriate rights and permissions.
6.2 Channel-specific rules
Some Offerings involve communications (e.g., voice/chat/UC integrations). Additional rules may apply in the relevant Service Agreement and Documentation. You are responsible for complying with those requirements.
7. Restrictions
You must not, and must not permit others to:
(a) copy, modify, translate, or create derivative works of any Offering except as expressly permitted by the Service Agreements or mandatory law;
(b) reverse engineer, decompile, disassemble, or attempt to discover source code, underlying ideas, or algorithms, except where prohibited by law;
(c) remove, obscure, or alter proprietary notices;
(d) bypass or defeat security, rate limits, or access controls;
(e) use the Offerings to develop, offer, or support a competing product/service, or to benchmark/measure the Offerings for competitive publication, except as expressly permitted by the Service Agreement;
(f) rent, lease, sublicense, resell, or time-share the Offerings, except as expressly allowed under the Customer’s Service Agreement.
8. Data, privacy, and content responsibilities
8.1 User/Customer data.
You represent that you have all rights and permissions required to input, upload, process, and use data in connection with the Offerings.
8.2 Personal data.
If personal data is processed, such processing is governed by the applicable DPA/privacy documents referenced in the Service Agreement.
8.3 Confidentiality.
Customer confidential information, if any, is governed by the Service Agreement (or the Customer’s policies), not by this EULA.
9. Updates, changes, and availability
9.1 Updates and changes
Imagicle may provide updates, patches, or new versions. Some updates may be required to continue use or to address security issues.
9.2 SaaS availability / SLA
Any uptime commitment, service credits, maintenance windows, or support response times are defined only in the applicable Service Agreement (if any).
10. Suspension and termination of access
10.1 Suspension
Imagicle (and/or the Customer) may suspend or disable your access to the Offerings if necessary to:
(a) comply with law or a lawful request
(b) address a security risk or prevent harm
(c) stop a violation of this EULA or the Service Agreements; or
(d) if the Customer’s rights to the applicable Offering have expired or terminated.
10.2 Effect of termination
Upon termination of your access rights, you must stop using the Offerings. Sections that by their nature should survive will survive (including Sections 2.3, 4.2, 7, 11–16).
11. Third-party services and integrations
Offerings may integrate with or rely on third-party services (e.g., UC platforms, carriers, messaging providers). Third-party services are governed by their own terms. Imagicle is not responsible for third-party services unless expressly stated in a Service Agreement.
12. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE OFFERINGS AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” IMAGICLE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, EXCEPT AS EXPRESSLY SET FORTH IN A SERVICE AGREEMENT.
13. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IMAGICLE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS EULA OR USE OF THE OFFERINGS.
Any liability caps (if any) are set forth in the applicable Service Agreements.
14. Compliance and export
You must comply with all applicable laws, including export control and sanctions laws, in connection with your use of the Offerings.
15. Governing law
This EULA is governed by the governing law and venue specified in the applicable Service Agreements.
If not specified, it is governed by the Court of Milan (Italy), excluding conflict-of-law rules.
16. Miscellaneous
16.1 Severability
If any provision is unenforceable, the remaining provisions remain in effect.
16.2 Changes
Imagicle may update this EULA from time to time by posting an updated version. Changes apply as permitted by law and subject to the Service Agreements.
16.3 Contact
Legal notices shall be provided as set forth in the Terms and Conditions of Sale.