Zerynth Software Access Conditions and License Agreement

Zerynth Software Access Conditions and License Agreement

Last updated May 4th, 2021

Click here for the italian version

Please read this Software access conditions and License Agreement (“Agreement”) carefully before clicking the “I Agree” button, downloading or using the Zerynth Software. By clicking the “I Agree” button, downloading or using the Zerynth Software, you are agreeing to be bound by the terms and conditions of this Agreement. This Agreement is a legal agreement between you (either an individual or a single entity) and ZERYNTH and it governs your use of the Software made available to you by Zerynth.

If you do not agree to the terms of this Agreement, do not click on the “I Agree” button and do not download or use the Software.

These Conditions Agreement specifically regulate and define the supply of Zerynth Software IoT Products to which the User accesses by downloading, installing, reproducing or otherwise using the software provided by Zerynth through its portal. The Licensor, pursuant to this Contract, is Zerynth SpA, in the person of its pro tempore legal representative, Gabriele Montelisciani, with registered office in Pisa (Italy), Galleria Giovanni Battista Gerace no.14, Tax Code / VAT number and general number registration in the Register of Pisa Companies IT02188290502, from now on, for convenience Zerynth and / or the “Licensor”.

  1. Premises
  • Zerynth is the holder and owner of the project and of the Zerynth brand, active in the design, construction and sale of IoT (Internet of Things) solutions, mobile software applications, web, stand alone and embedded, electronic, mechatronic and intelligent devices , analysis and measurement tools, uniquely identified in its reference market with the “Zerynth” brand.
  • Zerynth is the owner of the patent for a realtime multithreaded operating system (“Zerynth OS”), able to provide better performance through the use of a single calculation unit in which the execution of programs takes place in parallel mode, guaranteeing better performance and efficiency. The “Zerynth OS” system also allows the use and reuse of code on a wide range of microcontrollers, providing almost complete independence of the software system from the hardware system and, as a result, a highly customizable system for each IOT solution.
  • Zerynth is therefore the inventor and owner of the software products listed below, the details of which are described in the “Products” section of the website zerynth.com: i) “Zerynth OS”; ii) “Zerynth SDK”; iii) “Zerynth Cloud”, which is provided in SAAS mode or under license indefinitely on the User’s computer systems, and specifically composed of “ZDM or Zerynth Device Manager”, ZStorage, ZDashboard software.
  • Zerynth is therefore the inventor and owner of all the rights related to the industrial property of the products indicated above and also provides design and engineering services based on the Products indicated above.
  • these Zerynth Software access conditions and License Agreement will prevail over any other contractual condition of differing content, unless the same has not been negotiated directly with the User and is stated in a written agreement. The use of the aforementioned products by the User is connected and subject to the knowledge and acceptance of this Contract.
  1. Definitions
  • Cloud Platform” (ie: cloud computing): platform for the provision of computing services, offered “on demand” by a supplier to a User through the Internet as a server, storage resources, database, network, software, analysis and intelligence, via the Internet (“the cloud”), to deliver rapid innovation, flexible resources and economies of scale. The use of a Cloud platform from a third party supplier allows the Company to pay only the cost for the cloud services used more efficiently, saving on operating costs and scaling resources according to the evolution of business needs. The service is provided on a costly basis but is much cheaper than setting up your own systems.
  • Documentation“: all user guides and operating guides, instructions for use and warranty or other similar manuals and / or documentation relating to Zerynth Software Products, Zerynth Services, “Zerynth Education and Formation” Services, to the “Zerynth after-sales assistance” services.
  • Intellectual property“: licenses, logos, commercial signs, names, signs, registered designs, image rights, copyrights, inventions, utility and use models, licenses, confidential information, commercial name, domain name and any additional intellectual property and similar rights and any further similar or corresponding rights (including any associated property) that can be claimed in any part of the world (whether or not it is registered or registrable).
  • Internet of Things or Internet of Things or IoT“: corresponding technological area, as indicated in the Recommendation Y.2020 of the International Telecommunication Union (ITU-T Racc. Y.2020), to the definition of a platform enabling new services that include cooperation between physical objects (equipped with processing, storage, communication, sensing and actuating functions) and virtual (cyberspace) objects using the most modern information and communication technologies (including the Internet, Cloud Computing, Edge / Fog Computing, etc.)
  • On-premises license“: is a use model for server-based software, which the User or the licensee installs on their premises, on their machines. The User accesses the Service through a platform and / or, if applicable, an Application, installed on the same machines. The User has complete and direct control of the software and data and assumes all associated risks.
  • Python”: a high-level, object-oriented programming language suitable, among other uses, for developing distributed applications, scripting, numerical computing and system testing (for a broader description: https: //it.wikipedia. org / wiki / Python).
  • Registration form“: the form, accessible on the Zerynth Portal page https://login.zerynth.com/signup, for registering the User with the Zerynth Software;
  • SAAS or Software As a Service“: identifies all cases in which the software is not installed locally, but is used remotely via an Internet connection. The usability of the software will take place by accessing the resources allocated to the Zerynth servers, remotely, using the authentication credentials issued. It is therefore a service that relates to “cloud computing” for which applications are performed directly online, while the supply, maintenance and updating are the direct care and responsibility of the service provider. The user must only provide for the functionality of their devices and have their own fast and constant internet connection.
  • Software or Zerynth Software“: a system of software tools, which appropriately configured allows you to run the “Zerynth IoT Platform” infrastructure on the User’s machines, equipment and devices. It consists of the following software modules: i) “Zerynth OS”; ii) “Zerynth SDK”; iii) Zerynth Cloud, which is provided in SAAS or in binary code (closed source) mode, on the User’s computer systems, and specifically composed of the “ZDM or Zerynth Device Manager”, ZStorage, ZDashboard software.
  • Software Updates”: sequences of instructions and information designed to improve, enhance and develop the Service. The Parties agree separately whether the updates are costly or included in the initial supply.
  • Trademark“: set of signs used to identify Zerynth products in commercial operations.
  • User“: the Subject, natural or legal person, identified through the registration form, who agrees to access, download, install, reproduce and generally use the Zerynth software in accordance with these User License Agreement Terms.
  • User Manuals and Data Sheet“: the documentation prepared ad hoc and provided by Zerynth to the User, in analogue and / or electronic format, and inherent to the functionality and methods of use of the “Zerynth IoT Platform” infrastructure;
  • Zerynth Device Manager”: centralized software service for the remote management and updating of hardware devices, as well as for diagnostics, processing, data analysis and even reporting on dashboards.
  • Zerynth Products“: identifies all the individual products marketed by Zerynth, which in this case may be of a Cloud, SAAS, Software nature.
  1. Object of the Contract and Limits of Liability
  • 2.1. The object of this Contract is the granting, by Zerynth (Licensor), of the limited rights of use of the Software to the User indicated in the registration form, without this being able to derive or be understood as a sale of the product and / o the transfer of intellectual property rights. 
  • 2.2. Zerynth provides the Software to the User as it is, on a non-exclusive basis, without warranty, either express or implied, of operation or suitability for the purpose indicated by the User, making it available for download via the Internet. The Software is provided for installation and use on a device, or as SAAS or Software As a Service, through a platform accessible in the remotely Cloud.
  • 2.3. Zerynth licenses its Software under different licensing models. With the transfer of the Software, the applicable license model, the duration of the license and the amount of the license fee are determined. The User occasionally undertakes to connect to verify the validity of his software license. 
  • 2.4. This Contract regulates which usage rights the User acquires with the respective license model, which are the general rights and obligations of the same and does not apply to any of the Zerynth Software Products released on and before 4th of May 2021 and / or that the User has purchased or obtained a permanent license under another contract.
  • 2.5 The User is aware that the prerequisite for accessing the software download is registration on the Zerynth Portal and obtaining authentication credentials. The User is therefore required to keep and ensure that authorized personnel keep the authentication credentials with the utmost confidentiality and with the utmost diligence, undertaking not to transfer them or to allow their use to unauthorized third parties. It is also aware of the fact that knowledge of the authentication credentials by third parties would allow the latter to use the “Zerynth Cloud” software unauthorized and access any information stored therein. 
  • 2.6. The User is aware of and undertakes to manage and use the “Zerynth Cloud” software for himself or for third parties, contractually authorized by Zerynth, in accordance with the specific use, better indicated in the “User Manuals and Data Sheet ”, and exclusively for the purposes for which they are intended, aware that, for such infrastructures, in the event of abnormal or illegitimate use, it remains solely and exclusively responsible towards Zerynth.
  1. Third Party Services
  • 3.1. Zerynth Software Products may include or make available third party content (including data, information, applications and other product services) or provide links to third party websites or services (“Third Party Services”). Zerynth provides a detailed list of such third party components and licenses at “zerynth.com/third-party-licenses“. 
  • 3.2. The User is aware and accepts that Zerynth will not be responsible for any third party services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. 
  • 3.3. The Third Party Services and related links are provided solely for your convenience and you access and use them entirely at your own risk. The Parties expressly recall and accept, herein, the terms and conditions of such third parties.
  1. Effectiveness, Duration of the Contract and Withdrawal
  • 4.1. The effects and obligations under this Agreement will run from the date of installation and activation of the Software and follow the effectiveness of the license (s) signed. The duration of the Agreement is therefore established by the User at the time of purchasing the license. 
  • 4.2 In the event of extinction of the license and / or of the individual authorizations associated with each device and / or of interruption of the relationship for any reason, access and / or use of the Software on the device with expired authorization will be inhibited and will no longer be possible access information stored on the cloud platform. The User expressly accepts and acknowledges that he is solely responsible for checking the validity of the license so that Zerynth will not be held responsible and indeed will be held harmless from any request for indemnity or compensation.
  1. Reservation of rights
  • 5.1. Zerynth reserves itself the right to:
    • carry out at any time those changes, updates or additions to the software and / or to the methods of providing the Services connected to it. 
    • suspend the usability in whole or in part of the Software and / or the Services connected to it, upon prior written notice to the User. 
    • deny, suspend or cancel the licensing of the Software and the Services connected to it, if such action, at complete discretion, should be deemed necessary ; b) in order to comply with all laws, administrative regulations, requests from legislative, administrative and judicial authorities, or any dispute resolution process; or c) to avoid any liability, civil or penal, of Zerynth as well as of its affiliates, officers, directors and employees; or d) to prevent or bring to an end violations of the content of this Agreement including, without limitation, the Annexes.
  • 5.2. Zerynth will not be liable for delays, suspensions and / or interruptions in the provision of the Service caused by: 
    1. a) force majeure or unforeseeable circumstances; 
    2. b) tampering with or interventions on the Service or on the equipment, carried out by the Customer or by third parties; 
    3. c) incorrect use of the Service by the User; 
    4. d) malfunction of the electronic devices and computers used by the User;
  • 5.3. Zerynth does not interact directly with the User’s systems, therefore, the User undertakes to notify Zerynth without delay of any malfunction and / or inefficiency of the Services.
  1. Autonomy, Trademarks and Intellectual Property Rights
  • 6.1. In the provision of its Services, Zerynth does not assume any roles of management, coordination, supervision, supervision and control with reference to the User’s reference activities. Zerynth and the User are independent economic subjects, outside of any stability, subordination or coordination constraints and without assuming any relationship of subordination, para-subordination or agency. 6.2. Zerynth does not allow the use of the “Zerynth” trademark and / or distinctive signs except to allow the execution of the obligations set forth in this agreement.
  • 6.2. All paper, digital, audio, video documentation, as well as logos, distinctive signs, graphic signs and any other data and information provided by Zerynth or createad hoc are and will remain the exclusive property of Zerynth and no right of further use may claim the user. 
  • 6.3. The User is bound by the strictest secrecy regarding the experiences, information, knowledge (secret know-how) acquired during the business relationship governed by this agreement, pursuant to letter c) of the first point of art. 98 of the Industrial Property Code (Legislative Decree 10th of February 2005 n. 30). in any case, it is expressly forbidden to copy, in whole or in part, the Zerynth software and in any case to carry out the operations referred to in art. 64 bis, lett. a) and b), Law 22nd of April 1941, no. 633. It is also forbidden for the User to grant sub-licenses, to disclose, disassemble, decompile, reverse engineer or modify the Software.
  • 6.4. Any violation of this article is considered a “serious violation” and will entitle Zerynth to immediately terminate this agreement and any existing relationship, as well as compensation for damages.
  1. Warranty
  • Zerynth exclusively warrants the following: 
    1. i) Zerynth is the owner of the Software made available to the User and offers the fullest guarantee of its efficient operation in line with the features best highlighted in the User Manuals and Data Sheet and, more generally, in the documentation relating to the Software itself. 
    2. ii) Zerynth guarantees only the functions of the Software described in the aforementioned documentation. 
    3. iii) for the effect referred to in points i) and ii) above, it does not constitute a defect if the Software does not meet particular requirements or expectations of the User not included in the characteristics reported in the documentation. 
    4. iv) Zerynth is not required to correct quality or property defects caused by: 
      1. a) use of the software in contrast with the provisions of this License Agreement; 
      2. b) use of the software in systems or in combination with hardware and software unsuitable for this purpose and not released by the Licensor, 
      3. c) alteration of the software by the User, unless the User can demonstrate that he did not cause the defect.
  1. Resolution of the relationship and Express Termination Clause
  • 8.1. The withdrawal from this agreement does not affect the expiration of the license and therefore the functionality of the Service and the obligation to pay for the activities and services rendered, as well as those regularly ordered. 
  • 8.2. Zerynth reserves the right to terminate this Agreement, with consequent interruption of the commercial relationship and of any contract connected to it, as well as in the case of violation of the obligations assumed with this agreement, even in the event of non-existence of the minimum requirements or non truthfulness or correctness of the information provided, even if it is ascertained that the User has defaulted against Zerynth or if it is ascertained or it appears that the same is subject to judicial procedures of any kind. 
  • 8.3. In any case, in any case of termination of this agreement, any right to the maintenance of all User data contained in the platform and / or infrastructure made available by Zerynth, or by third parties connected with the Zerynth Software Services, will also cease.
  1. Contract, governing law and competent jurisdiction
  • 9.1 The Parties agree that this agreement is interpreted in all its meaning according to the contents of the Italian language and is governed by Italian law. 
  • 9.2. For all disputes that may arise in the interpretation and / or execution of this Agreement between Zerynth and the User, the Parties agree, by mutual agreement, to devolve any possible dispute in the jurisdiction to the exclusive competence of the Italian Judge and in particular exclusive competence of the Court of Pisa.
  1. Protection of personal data: Privacy Policy. Postponement
  • With regard to the protection of personal data, as well as the methods of treatment of the same and the information pursuant to Legislative Decree 30th of June 2003 no. 196 (Privacy Code) which transposes in Italy the Directive 95/46 / EC on the protection of personal data, as well as the Directive 2002/58 / EC on the protection of personal data in electronic communications, as well as pursuant to European Regulation no. 679 / 2016, approved on 14th of April 2016, please refer to the contents of the Privacy Policy at the page zerynth.com/privacy/.