This end user license agreement (“Agreement”) is a legal agreement between you and EidosMedia S.p.A., with registered office in Milan, Via Carlo Imbonati No. 18, VAT No. 11881420159 (“EidosMedia”) stating the terms and conditions that govern your use of “Swing Live Application” (the “App”). Please read this agreement carefully. By downloading, installing and/or using the App, you are indicating that you agree to be bound by and comply with the terms and conditions set forth in this agreement. If you do not agree to any of the terms and conditions set forth herein, do not purchase (if applicable), download, install and/or use the app.
The App may enable access to EidosMedia, its affiliates’ and other third parties’ content, information, services, platforms and other materials, including information provided by EidosMedia customers, through the App (collectively and individually, “Services”).
As a condition of your download, installation and/or use of the App and/or Services, you agree to be bound by and comply at all times also with (a) EidosMedia Privacy Policy (“ https://www.eidosmedia.com/about-eidosmedia/privacy-policy-swing-live/ ”), incorporated herein by reference; (b) all applicable laws, rules and regulations; and (c) any other applicable terms, conditions and requirements promulgated by any third party owned and/or operated platforms and services (e.g., application storefronts, online and mobile networks, carriers, platforms, Device (as such term is defined in Section 2 below) manufacturers, service providers and other operators, etc.) (each, a “Third Party Platform” and collectively, the “Third Party Platforms”).
You agree that EidosMedia Privacy Policy (“ https://www.eidosmedia.com/about-eidosmedia/privacy-policy-swing-live/ ”) may be updated from time to time, without prior notice, and any such changes shall be effective as soon as posted. You should also refer back to the EidosMedia Privacy Policy (“ https://www.eidosmedia.com/about-eidosmedia/privacy-policy-swing-live/ ”) on a regular basis so that you remain aware of the most current terms and conditions that apply to you.
If you download, install or otherwise access the App through a Third Party Platform owned and/or operated by Apple, Inc. or any of its subsidiaries (collectively, “Apple”) (e.g. Apple App Store, etc.), then the additional terms set forth in Section 15 below apply to you and your use of the App.
If you download, install or otherwise access the App through a Third Party Platform owned and/or operated by Google. Inc. or any of its subsidiaries (collectively, “Google”) (e.g. Google Play Store, etc.), then you agree and understand that you are also bound by the Google Play Store Terms of Service (“ https://play.google.com/intl/it_us/about/play-terms.html ”) (the “Google Play Terms of Service”) and the additional terms set forth in Section 16 below apply to you and your use of the App.
Subject to the terms and conditions of this Agreement, EidosMedia hereby grants to you a non-exclusive, limited, non-transferable, non-sub licensable, non-assignable and revocable license to install and use the App solely for your internal business operation in the country in which you downloaded or installed the App, provided that you downloaded or installed the App, solely on any applicable device, that you own or control (“Device”).
For the avoidance of doubt, the App is licensed, not sold, to you by EidosMedia pursuant to and subject to the terms and conditions of this Agreement and any applicable terms and conditions promulgated by any Third Party Platform. The App and/or Services may be dependent on and/or interoperate with such Third Party Platforms and may require that you be a registered member of such Third Party Platforms and provide certain account credentials and other information in order to access and use the App and/or Services.
EidosMedia, its affiliates and licensors reserve all rights not expressly granted to you herein.
You acknowledge and agree that this Agreement is between you and EidosMedia, and any applicable Third Party Platform and its subsidiaries are not a party to this Agreement and are not responsible for the App and/or Services, including, without limitation, providing maintenance and support in connection therewith.
You may not: (i) distribute, copy, modify, translate or edit the App, change its arrangement, undertake any other alterations including the corrections of errors, or allow others to do so or (ii) rent, lease or use the App to provide application services, time-sharing or service bureau services to third parties. Except as expressly permitted under Section 64bis of the Italian Copyright Law (Law 22 April 1941, no. 633) in order to allow you to obtain certain specified information necessary to make the App interoperable with other software programs, you agree not to reverse engineer, disassemble, decompile or otherwise attempt, or permit others to attempt, to discover the source code of the Application, in whole or in part.
Any attempt to do so is a violation of the rights of EidosMedia, its affiliates and/or licensors, as applicable. If you breach this restriction, you may be subject to prosecution and damages. The terms and conditions of this Agreement will govern any upgrades and/or updates that may be provided by or on behalf of EidosMedia, in its sole discretion, which replace and/or supplement the original App, unless such upgrade or update is accompanied by or references to a separate new end user license agreement, in which case the terms of that new end user license agreement will govern.
You understand that by using any of the Services, you may encounter content that may be deemed offensive, indecent, or objectionable. You agree that your use of the Services shall be at your sole risk and that the EidosMedia Parties (as such term is defined in Section 8 below) shall have no liability to you for any content that may be found to be offensive, indecent, or objectionable.
The EidosMedia Parties (as such term is defined in Section 8 below) do not verify, endorse, or have any responsibility or liability for any appearance, availability, or your use of any third party websites, content, data, information, applications, platforms, goods, services or materials, including Third Party Platforms (collectively, “Third Party Services”) and/or any third party business practices (including, without limitation, their privacy policies), regardless of whether the Services’, EidosMedia Parties’ or their respective affiliates’ logos, marks, names and/or sponsorship or other identification are on, or otherwise displayed in connection with, the Third Party Services.
Further, by using the Services, you acknowledge and agree that the EidosMedia Parties are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Services.
You agree that EidosMedia may collect and use technical data and related information—including but not limited to technical information about your Device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the App. Licensor may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.
This Agreement is effective until terminated by you or EidosMedia in accordance with the terms hereof. You may terminate this Agreement only by deleting the App from your Device, which you may do at any time. The license granted to you herein and all of your rights thereunder will terminate automatically without notice from EidosMedia if you fail to comply with any terms or conditions of this Agreement. Upon termination of this Agreement, you shall cease all use of the App, and destroy all copies, full or partial, thereof.
EidosMedia, its affiliates and/or their respective licensors own all right, title and interest in and to the App and the Services, to the extent applicable, including, without limitation, all intellectual and proprietary rights appurtenant thereto, and, except for the limited license granted to you herein, nothing in this Agreement shall be construed to restrict, transfer, convey, encumber, alter, impair or otherwise adversely affect EidosMedia, its affiliates’ and/or their respective licensors’ ownership or proprietary rights therein or any other EidosMedia, its affiliates’ and/or their licensors’ information, processes, methodologies, products, goods, services, or materials, tangible or intangible, in any form and in any medium.
Any feedback, comments, ideas, improvement or suggestions provided by you to EidosMedia, its affiliates and/or their respective licensors with respect to the App, shall remain the sole and exclusive property of EidosMedia, its affiliates and/or their respective licensors.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APP IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT OF THE APP IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP AND SERVICES ARE PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’, WITH ALL BUGS AND FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND EIDOSMEDIA, ITS PARENT COMPANIES, AFFILIATES AND LICENSORS, SUPPLIERS, OPERATORS, PARTNERS, SERVICE PROVIDERS, ADVERTISERS, THIRD PARTY PLATFORMS AND OTHER AFFILIATED PARTIES, AND EACH OF THE FOREGOING PARTIES’ RESPECTIVE AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “EIDOSMEDIA PARTIES”) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APP AND THE SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NONE OF THE EIDOSMEDIA PARTIES WARRANT THAT THE FUNCTIONS OR SERVICES CONTAINED IN, ACCESSED FROM, PERFORMED BY, DISPLAYED ON, LINKED TO/FROM, OR PROVIDED BY, THE APP AND/OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE APP AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE APP AND/OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EIDOSMEDIA, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE AUTHORIZED REPRESENTATIVES SHALL CREATE ANY WARRANTY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE EIDOSMEDIA PARTIES BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, WHETHER DIRECT, INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR YOUR USE OF OR ACCESS TO OR INABILITY TO USE OR ACCESS THE APP AND/OR THE SERVICES, HOWEVER CAUSED.
You agree to indemnify, defend and hold the EidosMedia Parties harmless from and against any and all claims, demands, actions, losses, damages, costs and expenses (including reasonable attorneys’ fees), arising out of or relating to (a) any breach or violation of this Agreement, (b) the infringement, misappropriation or any violation of the rights of any other party, (c) the violation or non-compliance with any applicable law, rule or regulation, and (d) any use, alteration or export of the App (or any component thereof) in violation of this Agreement.
EidosMedia reserves the right to assume, at its sole discretion and at its own expense, the exclusive defense and control of any claims or actions and all negotiations for its settlement or compromise, and you agree to fully cooperate with us upon our request.
To the extent EidosMedia is required by applicable law to provide indemnification for a third party claim that the App, or your use or possession of the App, infringes such third party’s intellectual property rights, EidosMedia, and not any Third Party Platform, shall be solely responsible for the investigation, defense, settlement and discharge of any such infringement claim.
The App and other Services may require data access, and the provider of data access (e.g., network operator, wireless carrier, etc.) for your Device may charge you data access and other fees in connection with your use of the App and other Services, including, without limitation, wireless carrier messaging and other communication, messaging and data fees and charges, as applicable.
Under no circumstances will EidosMedia be responsible for any such data access fees or charges in connection with your use of the App or other Services. Further, the use or availability of the App and other Services may be prohibited or restricted by your wireless carrier and/or data access provider, or the App and other Services may not work with all wireless carriers, networks, platforms, services or devices.
EidosMedia and its affiliates reserve the right to modify, update, supplement, limit, discontinue, remove or disable access to the App and/or any Services without notice to you and neither EidosMedia, its affiliates nor any of their respective licensors shall be liable to you or any third party should it exercise such rights.
From time to time, EidosMedia may make available updates or upgrades to the App via software download or other means. Such download may occur automatically without the need for any act on your part, or it may require you to manually download an update or upgrade through the same source from which the App was originally downloaded. Certain functions of the App may be modified or discontinued as a result of any such update or upgrade, or may not be available if you have not downloaded all updates and upgrades made available by EidosMedia.
EidosMedia may modify or change this Agreement from time to time, and at any time, without notice to you, for any reason, in its sole discretion. EidosMedia will post or display notices of material changes on or within the App, Services and/or notify you via other electronic means. The form of such notice is at EidosMedia discretion. Once EidosMedia posts or makes them available on or within the App and/or Services, these changes become effective immediately and if you use the App and/or Services after they become effective it will signify your agreement to be bound by and comply with the changes.
EidosMedia reserves the right to charge fees for future use or access to the App.
TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE (A) THAT THIS AGREEMENT AND ALL DISPUTES, CLAIMS, ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE SUBSTANTIVE LAW OF THE REPUBLIC OF ITALY, (B) TO IRREVOCABLY SUBMIT TO THE SOLE AND EXCLUSIVE JURISDICTION OF THE COURTS OF MILAN. UNITED NATION CONVENTIONS ON THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY.
You may not assign your rights under this Agreement without EidosMedia prior written permission and any attempt by you to do so shall be void.
Any provision of this Agreement, which is by its nature must survive the termination of this Agreement in order to give effect to its meaning shall survive termination. No failure or delay by EidosMedia, its affiliates or licensors to exercise any right or enforce any obligation shall impair or be construed as a waiver or ongoing waiver of that or any or other right or power. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the remaining provisions of this Agreement shall be unimpaired and remain in full force and effect.
If you download, install or otherwise access the App through a Third Party Platform owned and/or operated by Apple (e.g., Apple App Store, etc.), then you agree the following:
Notwithstanding anything to the contrary set forth herein, if you download, install or otherwise access the App through a Third Party Platform owned and/or operated by Google, then the additional Google Play Store Terms of Service (“ https://play.google.com/intl/it_us/about/play-terms.html ”) shall apply, and, to extent that this Agreement conflicts with Google Play Store Terms of Service, the Google Play Store Terms of Service supersedes this Agreement.
Any questions, complaints or claims with respect to the App and/or the Services should be directed to EidosMedia at:
EidosMedia S.p.A.
Via Imbonati 18
20159 – Milan (Italy)