Terms and Conditions

PACKLY API (APPLICATION PROGRAMMING INTERFACE)

TERMS & CONDITIONS OF USE

The agreement between you (or the " Licensee") and Packly Pringraf S.r.l., a company incorporated under the laws of Italy, with registered offices in Campochiaro (CB), Via Amerigo Vespucci 14, VAT code n. 00867080707 (us or the " Licensor"), includes these Terms and Conditions ("T&Cs"), the API Agreement, and any applicable supplemental terms and conditions for other services. By using the API you are agreeing to the terms and conditions contained below as amended from time to time by the Licensor at its sole discretion.

DEFINITIONS

  • a. "Licensor Web Site" means the URL located at , or such other URL as the Licensor may designate from time to time as the website where either the API or the Licensor Applications may be accessed.

  • b. " Licensor Applications" means Licensor's software applications and any other online products or services provided by the Licensor to its users via the Licensor Website or other means, which allow the users to create new packaging templates or to modify those templates already provided by the Licensor Applications.

  • c. " API" means the Licensor Application Programming Interface language that allows other software or hardware devices to interface with the Licensor Applications, which Licensor will make available to Licensee subject to this T&Cs and any other applicable term and condition. The API also includes any accompanying documentation and any new revisions or updates to the API that Licensor may make available in its sole discretion from time to time.

  • d. " Licensee Application" means any software application and their expressions that are developed by the Licensee that permits the Licensee to ask and receive data by the API from the Licensor Applications in order to make such data available to the Licensee users or clients through the Licensee Websites.

  • e. "Intellectual Property Rights" means any and all rights existing under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

  • f. "Licensor T&Cs" means these Terms and Conditions of Use related to any of the associated Licensor Websites, as published on , or on such other URL as the Licensor may designate from time to time as the website where either the API or the Licensor Applications may be accessed.

  • g. "Licensor Privacy Policy" means the Privacy Policy related to any of the associated Licensor Websites, or such other URL as Licensor may designate from time to time as the website where either the API or the Licensor Applications may be accessed.

  • h. "Licensee Website(s)" means the Licensee website(s) on which the API will be integrated and/displayed.

  • i. " API Agreement" means the agreement between you and us concerning the subscription services provided by the Licensor through the Licensor Web Site.

  • j. " Subscription Plan Term" means the period starting from the payment of the Subscription Plan by the Licensee until its expiration date (generally 30 days).

  • k. " Dieline Template" means a diagram that shows all the cut lines and folds of a package in flattened form, which may be used to manufacture cardboard or carton board products.

  • l. " Tailored Dieline Template" means customized (or bespoke) shape of the Dieline Template.

1. License to Access the API

  • 1.1 Access to API. Licensor hereby grants to the Licensee a non-exclusive, non-sublicensable, non-transferable, limited license (the " License") to access the API via the Licensor's Website, to develop the Licensee Application, and to make the Licensee Application usable to end users directly on the Licensee Website. For the avoidance of doubts, the API shall not be accessed and/or used and/or displayed (whether directly or indirectly) on websites or other digital means different from the Licensee Website(s).

  • 1.2 The Licensee is acknowledged and hereby agrees that no access to the API is allowed without a valid Subscription Plan. 2. Use of the API

  • 2.1 The Licensee shall not use the API or any portion thereof except as expressly permitted in these T&Cs (as amended from time to time) and in the API Agreement. The API shall not be accessed or used to provide services different from those services which the API is and was designed to provide (i.e. to create "tailor made" packaging by communicating specific information).

  • 2.2 Any access to the API will be performed only in accordance with the modalities set forth below or, if different, in the API Agreement:

    • ( a ) Each request to access the Licensor API (the "API Call") made by the Licensee will be followed by the relevant transmission of data by the Licensor Applications;

    • ( b ) Each transmission of data following an API Call will be made in machine readable formats by the Licensor as the latter believes, in its discretion, to be the appropriate way of performing the API request. It is in the Licensee responsibility to test the manufacturing feasibility f the Dieline Template and Tailored Dieline Template resulting from the API Call. Except as otherwise set forth in this T&Cs or in the API Agreement, the Licensor does not provide any testing/manufacturing service and does not guarantee that the Tailored and the Dieline Template will fit for a particular purpose nor their manufacturing feasibility;

    • ( c ) The Licensor is allowed to submit a limited number of API Calls, the amount of which is set out in the API Agreement.

    • ( d ) The API can only process the sheet size and substrate thickness formats that are analytically listed on the Licensor's documentation available on the Licensor Website(s). Any API Call made under technical specifications different than those listed above might not be properly processed by the Licensor.

    • ( e ) No API Call will be processed by the Licensor in case the Subscription Plan Term has terminated, suspended, or in other cases of breach of the obligations set forth in these T&Cs and in the API Agreement.

    • ( f ) The API Agreement provides for a limited number of API Calls during the Subscription Plan Term. The Licensee acknowledges that any API Call not called for by the end of the relevant Subscription Plan Term will be discarded and the following Subscription Plan Term (if applicable) will not include any uncalled API Call of the previous term.

    • ( g ) You shall not use the API in any way that degrades the operation or performance of the API or of related software applications.

  • 2.3 Login; Updates; no-Caching. The Licensor may communicate to the Licensee login credentials necessary to access the API (the "Credentials"). In such event, and in order to be provided with the Credentials, the Licensee shall communicate to the Licensor:

    • ( a ) The Licensee Application name;

    • ( b ) The Originating IP or pool;

    • ( c ) The Licensee Website(s). It is in the responsibility of the Licensee to keep the Credentials safe and to not transfer, disclose, or distribute them to third parties. In the event the Credentials are stolen, lost, or transmitted voluntarily or involuntarily by the Licensee, the Licensee shall be responsible for any damages that such event may create to the Licensor; in addition, the Licensor will not be able to claim any Dieline not used by the Licensor at the time the Credentials went lost, were stolen, or were transmitted. The Licensee will be required to use the Credentials to access the API and any updates or subsequent API versions. The Licensor may release new versions of API, make changes, improvements, bug-fixes or similar operations to the API at its sole discretion and at any time without incurring in any kind of liabilities towards the Licensee or any third parties; the Licensor hereby waives any and all claim related to such changes, improvements, or similar operations carried out by the Licensor. In such events, it is in the responsibility of the Licensee to update the Licensee Applications accordingly in order to use the most current version of the API. The Licensor has the right to review and approve the Licensee Application, including any updates or modified version; the Licensee agrees to grant access to the Licensee Application in order to review, test, and approve the Licensee Application upon request by Licensor at any time. The Licensee is the sole responsible for any expenses related to its Licensee Application update or modification. The Licensor reserves the right to change the method of access to the API, the databases and/or the Dielines at any time without any notice. Any operation of data caching o similar are expressly forbidden. Should the Licensor become aware of any breach of this obligation, the Licensor may terminate the use of the API in any moment with or without notice. The Licensor reserves any right to claim for direct, indirect, consequential, and punitive damages suffered.

3. Ownership

  • 3.1 The Licensor owns all right, title and interest, including without limitation all Intellectual Property Rights, in and to the Licensor Applications, the API, and any derivative works of the foregoing ("Licensor IP"). Licensee will not acquire any right, title, or interest in or to the Licensor IP, except the limited rights granted by these T&Cs and the API Agreement. To the extent that the Licensee should acquire any rights in the Licensor IP, the Licensee hereby assigns to Licensor any such Intellectual Property Rights that it may have in the Licensor IP. Licensee will execute and deliver to Licensor, and will cause its personnel to do the same, such documents as Licensor may request to evidence, record, and obtain the Intellectual Property Rights related to the foregoing (for example, applying for patent, copyright, or trademark protection), or to enforce or effectuate any of the Licensor's rights related to the foregoing.

4. Trademarks

  • 4.1 Trademark License. Subject to the terms and conditions of these T&Cs and of the API Agreement, the Licensor hereby grants to the Licensee a non-exclusive, non-transferable, non-sublicensable, revocable license to use, display, and reproduce the trademarks, service marks, or trade names owned by Licensor (the "Licensor Trademarks") as shown in the API Agreement (as amended by Licensor from time to time) or on the Licensor Website, solely in connection with marketing, advertising, promotion, and distribution purposes of that Licensee Application that fully and properly implements the API during the term of this Agreement. All rights of the Licensee in and to such Licensor Trademarks not expressly granted under this Section are reserved by the Licensor. All use of the Licensor Trademarks, and all goodwill arising out of such use, will insure to the sole benefit of the Licensor. From time to time and upon the Licensor's request, the Licensee will promptly submit to the Licensor samples of all materials bearing the Licensor Trademarks, including, without limitation, any advertising, web pages, packaging or other materials. In the event of any improper use of the Licensor Trademarks or in the event that the Licensee Application fails, in the Licensor's sole and exclusive discretion, to meet the Licensor's quality standards, the Licensor will have the right to deliver written notice describing the improper use to the Licensee, and the Licensee will immediately remedy such improper use. If the Licensee fails to remedy such improper use within five (5) days following its receipt of such written notice, the Licensor shall have the right to terminate the trademark license contained in this Section, the API Agreement, and the agreement with the Licensee by providing written notice of such termination to the Licensee.

  • 4.2 Restrictions on Use of Trademarks. Except as permitted in these T&Cs and in the API Agreement, the Licensee shall not adopt or use as part or all of any corporate name, trade name, domain names, trademarks, service marks, certification marks, any of the Licensor Trademarks or anything similar thereto. The Licensee will not acquire or claim any title to the Licensor Trademarks adverse to Licensor by virtue of the License granted herein, or through the Licensee's use of the Licensor Trademarks. The Licensee is stopped from challenging the validity of the Licensor Trademarks or from setting up any claim adverse to the Licensor.

  • 4.3 The Licensee may use the Licensor logo or any of the logos associated with the Licensor Websites as shown in the API Agreement or on the Licensor Website provided that such use does not give rise to Licensor and/or to third parties' liabilities, or damages, including but not limited to: (i) create confusion or deception among users or consumers (e.g. social media impersonation); (ii) in any way affect the Licensor's reputation or its market positioning; (iii) have the effect to benefit the Licensor's competitors. The Licensor may, in its sole discretion and at any time without providing any reason, prohibit the use of its logos to the Licensee; in such event, the Licensee shall take all reasonable measures to ensure that the logos are deleted and/or are no longer shown or used.

  • 4.4 Any use of the Licensor logos or any of the logos associated with the Licensor Websites in the Licensee Application shall not imply any endorsement by the Licensor or the Licensor Websites.

5. Termination

  • 5.1 Except as otherwise provided in the API Agreement, the Licensor may change, suspend, or discontinue the API service and suspend or terminate the Licensee's use of the API and its connected services (such as the license to use the Licensor Trademarks) at any time for any reason, without providing any notice. The Licensee may also terminate by ceasing to use the API or its connected services, removing implementation of the API on the Licensee Application, and deleting all copies of the Licensor Trademarks.

  • 5.2 Upon the termination of this Agreement for any reason: (i) all rights granted herein will immediately terminate; (ii) Licensee will immediately delete any and all Licensor Trademarks from Licensee's Website and cease all use of the Licensor Trademarks; and (iii) Licensee will immediately cease all use and distribution of the Licensee Application.

  • 6. Warranties

  • 6.1 Intellectual Property Warranties by the Licensee. Licensee hereby represents, warrants and covenants to the Licensor as follows:

    • ( a ) the Licensee Application does not (a) contain any virus, Trojan horse, worm, time bomb, cancelbot, or other computer programming routine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information; (b) create an unusually high load on Licensor's servers; or (c) enable any user to interfere with other users' use of the Licensor Applications; (d) in general, create any kind of damage or even potential damage to the API or to the services offered by the Licensor,

    • ( b ) the Licensee Application will not infringe any third party's patent, copyright, trade secret, or trademark rights;

    • ( c) in addition to the rights granted herein by Licensor, Licensee has all rights, permissions and licenses necessary to create and distribute the Licensee Application.

  • 6.2 The Licensee will promptly notify the Licensor of: (1) any claim, allegation, or notification of which Licensee has knowledge, that the Licensee Application, the API, or the Licensor Applications infringe or may infringe the rights and/or titles, and/or intellectual property rights of any other party; (2) any determination, discovery, or notification that any party is or may be infringing the Intellectual Property Rights of Licensor.

7. Limitation of Liability. Indemnification.

  • 7.1 The Licensee's use of the API is at Licensee's sole risk. Both the API and the results of the API Calls are provided on an "as is" basis. The Licensor does not warrant nor guarantee that the results of the API Calls will generate a product capable of being manufactured by means of industrial procedure or other methods, nor that it will be functional in practice. The Licensor expressly disclaims all warranties of any kind, whether express, implied, or statutory, including, but not limited to the implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose.

  • 7.2 The Licensee is the sole responsible for any and all damages that third parties may suffer in connection with the use of the API and/or of the Licensee Application and Website. The Licensee shall indemnify, defend, and hold harmless the Licensor, its parent, affiliates and subsidiaries, and/or its licensees against any and all claims, suits, losses, liabilities, and/or judgments, including costs, expenses, damages, and legal fees based upon and arising from: (i) Licensee's violation of the rights of others, including without limitation any alleged infringement of any third-party intellectual property rights by the Licensee Applicationr the use thereof; or (ii) Licensee's breach of any of the foregoing warranties or violation of any other terms of this Agreement. The Licensor will notify the Licensee of any claims within a reasonable time and will have the right, but not the obligation, to participate in any such contest, defense or litigation through counsel of its own choosing at Licensee's expense. The Licensee shall not enter into any settlement in which the Licensor admits liability, or in connection with which the Licensor's Intellectual Property Rights may be limited or compromised, without the Licensor's prior written approval, which Licensor may provide in its sole discretion.

  • 7.3 Not limiting the foregoing, the Licensor makes no warranty that (i) the API will operate uninterrupted, timely, secure, or error-free, and/or that (ii) any errors in the API will be corrected.

  • 7.4 No liability shall result from the delay in performance or non performance caused by force majeure or circumstances beyond the reasonable control of the Party affected, including, but not limited to, fire, flood, war, embargo, blockade, or any government regulation.

8. Confidentiality

  • 8.1 Any and all the information belonging to the Licensor communicated or made accessible to the Licensee, including the data relating to clients and activities, are strictly confidential and shall not be disclosed to third parties without the prior written consent of the Licensor. The Licensee shall adopt the same measures that it uses to protect its confidential information and, in any case, shall adopt all the measures necessary to avoid the disclosure of confidential information in compliance with the highest market standards.

  • 9. Changes

  • 9.1 The Licensor reserves the right to update and change, from time to time, the T&Cs by posting the amended terms on the Licensor Website. All amended terms shall become effective thirty (30) days after the date the new version is published on the Licensor Website(s). The Licensor is responsible for regularly reviewing these T&Cs. Any use of the API following the above effective date shall constitute Licensee's acceptance of such changes. If the Licensor does not agree with any such changes, or to any of the terms in these T&Cs, its only remedy is to discontinue using the API or the Trademarks.

  • 10. Miscellaneous

  • 10.1 Contrasts. Should any contrast arise between the provisions contained in these T&Cs and those contained in the API Agreement, the latter shall prevail.

  • 10.2 Independent Contractors. The relationship of the Licensor and the Licensee is that of independent contractors. The Licensee shall not be deemed to be an employee, agent, partner nor legal representative of the Licensee for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the Licensor.

  • 10.3 Assignment. The Licensee shall not assign or otherwise transfer, in whole or in part, to third parties this Agreement or any rights under this Agreement without the prior written consent of the Licensor. The Licensor may assign these T&Cs, in whole or in part, at any time with or without notice to the Licensee.

  • 10.4 Waiver. Any waiver of the provisions of these T&Cs or of the Licensor's rights or remedies under these T&Cs shall be in writing to be effective. Failure, neglect, or delay by the Licensor to enforce the provisions of these T&Cs or its rights or remedies at any time, will not be construed as a waiver of the Licensor's rights and will not in any way affect the validity of the whole or any part of these T&Cs or prejudice the Licensor's right to take subsequent action. No exercise or enforcement by the Licensor of any right or remedy under these T&Cs will preclude the enforcement by the Licensor of any other right or remedy under these T&Cs or that the Licensor is entitled by law to enforce.

  • 10.5 Severability. In the event any provision of these T&Cs is determined to be invalid, such invalidity will not affect the validity of the remaining portions, which shall continue to be valid, effective, and enforceable.

  • 10.6 Integration. Except as expressly stated herein, these T&Cs and the API Agreement (if applicable) constitute the entire agreement constitute the entire agreement between the Licensor and the Licensee with respect to the subject matter of these T&Cs and supersede all prior or contemporaneous communications of any kind with respect to said subject matter.

  • 10.7 Expenses. The Licensee acknowledges that the Licensor is under no obligation to reimburse the Licensee for any expenses or costs incurred by the Licensee in the performance of its responsibilities under these T&Cs. Any costs or expenses incurred by the Licensor will be at its sole risk based upon its independent business judgment that such costs and expenses are appropriate.

  • 11. Forum Selection and Governing Law

  • 11.1 Forum Selection. Any dispute relating to the interpretation, performance, validity or efficacy of these T&Cs shall be subject to the exclusive jurisdiction of the courts of Campobasso, Italy, and the Licensee hereby consents to the personal jurisdiction thereof.

  • 11.2 Governing Law. This Agreement will be interpreted and construed in accordance with the laws of the State of Italy without regard to its conflicts of law provisions.

Campochiaro, 29 August 2024

Quotation