Not For Resale License Agreement
This Not For Resale License Agreement (“NFRLA”) is entered into by and between Imagicle S.p.A. (“Imagicle”) and the partner/reseller or other entity accepting this NFRLA (“Partner”). Imagicle and Partner may be referred to individually as a “Party” and together as the “Parties”.
1. Purpose and Scope
1.1 Not-for-resale purpose. This NFRLA governs Partner’s access to and use of certain Imagicle Offerings solely for demonstration, evaluation, training, testing, and proof-of-concept purposes, and not for production or resale.
1.2 Partner-only agreement; not for end customers. This NFRLA applies only to Not-for-Resale use by Partners and does not apply to end-customer purchases governed by the Terms & Conditions of Sale and Service Agreements.
1.3 Relationship to Partner Agreement. This NFRLA is intended to be referenced by (and used together with) the parties’ partner/reseller agreement (the “Partner Agreement”) and any NFR order form, addendum, or entitlement document issued under the Partner Agreement (each an “NFR Order Form”).
2. Definitions
2.1 “Offerings” means Imagicle software products (including self-hosted/on-premises deployments), Imagicle cloud/SaaS services, websites/portals, mobile applications, and APIs, and related documentation.
2.2 “NFR Offerings” means the specific Offerings made available to Partner for not-for-resale use under an NFR Order Form or the Partner Agreement.
2.3 “Authorized Users” means Partner’s employees and contractors authorized by Partner to use the NFR Offerings solely on Partner’s behalf, for the purposes in Section 1.
2.4 “Documentation” means the user guides and technical documentation made available by Imagicle for the NFR Offerings.
3. NFR Entitlements and Term
3.1 Entitlements and limits. Partner’s permitted scope of use (e.g., modules, quantities, environments/tenants, users, time limits, feature tiers, geographic scope, or other constraints) for the NFR Offerings (the “Entitlements”) shall be as set forth in the Partner Agreement and/or the applicable NFR Order Form.
3.2 Term. Unless otherwise stated in the Partner Agreement or an NFR Order Form, the NFR subscription term is twelve (12) months starting on the NFR start date stated in the NFR Order Form (the “Term”). The Term may be renewed only as set forth in the Partner Agreement or in writing by Imagicle.
3.3 No purchase requirement; no resale. NFR Offerings are not sold and may not be resold, sublicensed, or distributed except as expressly permitted in this NFRLA.
4. License Grant and Access Rights
4.1 Self-hosted/on-premises. Subject to this NFRLA and the Entitlements, Imagicle grants Partner a limited, non-exclusive, non-transferable, non-sublicensable right to install and use the self-hosted NFR Offerings solely for the purposes in Section 1.
4.2 SaaS/cloud services. Subject to this NFRLA and the Entitlements, Imagicle grants Partner a limited, non-exclusive right to access and use the cloud/SaaS NFR Offerings solely for the purposes in Section 1.
4.3 Authorized Users. Partner may allow Authorized Users to use the NFR Offerings within the Entitlements. Partner is responsible for Authorized Users’ compliance with this NFRLA.
5. Restrictions and Prohibited Uses
5.1 No production use. Partner must not use the NFR Offerings for production, live customer operations, or revenue-generating purposes.
5.2 No hosting for end customers. Partner must not provide the NFR Offerings (or access to them) as a hosted service, managed service, or “service bureau” for end customers, except solely to provide temporary, non-production demo access to prospective customers in connection with Partner’s sales activities and strictly within the Entitlements.
5.3 No copying / reverse engineering. Partner must not (and must not permit others to) copy, modify, translate, create derivative works, reverse engineer, decompile, or disassemble the NFR Offerings, except as permitted by mandatory law.
5.4 No competitive use / benchmarking. Partner must not use the NFR Offerings to develop or support a competing product or service, or to publish benchmarks or competitive analyses without Imagicle’s prior written consent.
5.5 No removal of notices. Partner must not remove or alter any proprietary notices, branding, or legends in the NFR Offerings or Documentation.
6. Environment, Security, and Credentials
6.1 Partner responsibility. Partner is responsible for maintaining the security of Partner’s environments, systems, and credentials used to access the NFR Offerings.
6.2 Demo data. Partner should use test or anonymized data. If Partner uses personal data, Partner represents it has a lawful basis and will comply with applicable data protection laws.
7. Data Protection
7.1 DPA applicability. To the extent Imagicle processes personal data as a processor for Partner under this NFRLA in connection with SaaS NFR Offerings, such processing will be governed by the Imagicle Data Processing Agreement (if applicable under the Partner Agreement) or other data processing terms agreed between the Parties.
7.2 No content commitment. Unless expressly stated in an NFR Order Form, NFR Offerings are not intended to be used for storing or processing sensitive content or special categories of personal data.
8. Support and Updates
8.1 Support (if any). Any support for NFR Offerings is provided only as specified in the Partner Agreement or an NFR Order Form. Unless expressly stated, support is provided on a best-effort basis and may be limited.
8.2 Updates. Imagicle may provide updates, patches, and new versions at its discretion. Partner is responsible for installing updates for self-hosted Offerings.
9. Intellectual Property
9.1 Ownership. Imagicle and its licensors retain all right, title, and interest in and to the NFR Offerings, Documentation, and all intellectual property rights therein. No rights are granted to Partner other than those expressly set forth in this NFRLA.
9.2 Feedback. Partner may provide feedback; Imagicle may use it without restriction or obligation, provided it does not disclose Partner’s confidential information.
10. Confidentiality
10.1 Confidential Information. Any non-public information disclosed by a Party in connection with this NFRLA may be treated as confidential and must be protected using reasonable care.
10.2 Exclusions. Standard exclusions apply (public, independently developed, rightfully received, etc.).
11. Suspension; Termination
11.1 Suspension. Imagicle may suspend Partner’s access to NFR Offerings if Imagicle reasonably believes Partner is violating this NFRLA or the Entitlements, or if necessary for security.
11.2 Termination. This NFRLA (or access to specific NFR Offerings) may be terminated as set forth in the Partner Agreement, or immediately by Imagicle for material breach.
11.3 Effect of termination. Upon expiration or termination, Partner must stop using the NFR Offerings and (for self-hosted software) uninstall and destroy all copies, except where retention is required by law.
12. Disclaimers
THE NFR OFFERINGS AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND. IMAGICLE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
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. Any liability caps, if any, are as set forth in the Partner Agreement.
14. Order of Precedence
In the event of conflict, the following order of precedence applies (highest to lowest): (1) the Partner Agreement, (2) the applicable NFR Order Form, and (3) this NFRLA, unless the Partner Agreement or NFR Order Form expressly states otherwise.
15. Governing Law
This NFRLA is governed by the governing law and venue specified in the Partner Agreement. If not specified, it is governed by the laws of Italy, excluding conflict-of-law rules.
16. Miscellaneous
16.1 Assignment. Partner may not assign this NFRLA without Imagicle’s prior written consent, except as permitted in the Partner Agreement.
16.2 Severability. If any provision is unenforceable, the remainder remains in effect.
16.3 Contact. administration@imagicle.com (or as set forth in the Partner Agreement).