End-user license agreement (“eula”)

This End-User License Agreement (“EULA”) is a legal agreement between MailUp S.p.A., Tax Code and VAT Code IT01279550196, with registered office at Viale Francesco Restelli 1, 20124 Milan (MI) Italy (hereinafter MailUp) and the end-user (hereinafter you, either an individual or a single entity).

This EULA governs your use of the Software (identified above and which includes modifications, enhancements, improvements, updates, additions, derivative works, object code compiled therefrom, documentation and related material) distributed by MailUp that you installed and any and all related updates and upgrades that replace or supplement the Software in any respect, unless any such update or upgrade is accompanied by a separate license in which case the separate license shall govern.

Please read this EULA carefully before installing and using the Software. By clicking on the appropriate button below, or by downloading, installing, copying, or otherwise using the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or use the Software.

1. License

The Software is owned by MailUp and is protected by national copyright laws and international copyright treaties, as well as other applicable intellectual property laws and treaties. MailUp hereby grants to Licensee a non-exclusive and royalty-free license to install and use the Software subject to the term and conditions hereinafter set forth. To avoid any doubt, the Software is licensed, not sold.

2. Additional licensing requirements and/or use rights

The Software is owned by MailUp and is protected by national copyright laws and international copyright treaties, as well as other applicable intellectual property laws and treaties. MailUp hereby grants to Licensee a non-exclusive and royalty-free license to install and use the Software subject to the term and conditions hereinafter set forth. To avoid any doubt, the Software is licensed, not sold.

Right to Use and Distribute:

  • You may copy and distribute the object code form of the software.
  • Third Party Distribution. You may permit distributors of your programs to copy and distribute the Distributable Code as part of those programs.

Distribution Requirements. For any Distributable Code you distribute, you must

  • add significant primary functionality to it in your programs;
  • display your valid copyright notice on your programs;
  • indemnify, defend, and hold harmless MailUp from any claims, including attorneys’ fees, related to the distribution or use of your programs.

Distribution Restrictions. You may not

  • alter any copyright, trademark or patent notice in the Distributable Code;
  • use MailUp’s trademarks in your programs’ names or in a way that suggests your programs come from or are endorsed by MailUp;
  • include Distributable Code in malicious, deceptive or unlawful programs;
  • modify or distribute the source code of any Distributable Code;
  • charge any fees for the copy or use of the Software;
  • represent in any way that you are selling the Software itself.

Your distribution of the Software will not entitle you to any compensation from MailUp. You must distribute a copy of this EULA with any copy of the Software and anyone to whom you distribute the Software is subject to this EULA.

3. Grant of license

This EULA only gives you some rights to use the Software. MailUp reserves all other rights. Unless applicable law gives you more rights despite this limitation, you may use the Software only as expressly permitted in this EULA. In doing so, you must comply with any technical limitations in the Software that only allow you to use it in certain ways. You may not:

  • work around any technical limitations in the software;
  • reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation;
  • rent, lease or lend the software;
  • transfer the Software or this agreement to any third party;
  • use the Software for commercial software hosting services;
  • use the Software to perform any unauthorized transfer of information or for any illegal purpose.

4. No warranties

MAILUP EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS OR STATUTORY GUARANTEES UNDER YOUR LOCAL LAWS, WHICH THIS EULA CANNOT CHANGE. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAWS, MAILUP EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

5. Support services

Because this Software is “as is,” MailUp may not provide support services for it.

6. Limitation of Liability

IN NO EVENT WILL MAILUP OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS OF ANY KIND, INCLUDING ANY CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES ARISING FROM INTERRUPTION BUSINESS, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF NEGLIGENCE OR CLAIM BY ANY THIRD PARTY, EVEN IF A MAILUP REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, DAMAGES, CLAIMS OR COSTS. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. THE ENTIRE LIABILITY OF MAILUP AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT EVENTUALLY PAID FOR ANY SDK. THIS LIMITATION TO MAILUP AND ITS SUPPLIERS WILL APPLY EVEN IN THE EVENT OF FUNDAMENTAL OR MATERIAL BREACH OF THIS AGREEMENT OR OF VIOLATION OF FUNDAMENTAL OR MATERIAL TERMS OF THE SAME.

7. Property rights

This Agreement does not constitute the sale of the Software or any of its materials/content. MailUp, its affiliates or licensors retain all rights, title and interest to the Software and all related intellectual property and proprietary rights. The Software is protected by applicable copyright, trade secret, industrial and other intellectual property laws. MailUp owns all right, title and interest in all software, programming, documentation, templates, questionnaires, methodologies, models, charts, reports and any other items used to deliver the Software or made available to Licensee. MailUp reserves any rights not expressly granted to Licensee in this Agreement.

8. Entire Agreement

This EULA constitutes the entire and only agreement between the parties for Software and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties.
If any provision of this Agreement is void or unenforceable at law, such provision shall be severed and the remainder of the Agreement shall continue in full force and effect.

9. Governing Law and Jurisdiction

The laws of Italy shall govern the construction, performance and validity of this EULA and the Parties hereby submit to the exclusive jurisdiction of the Courts of Cremona, Italy.