Flows Mobile Player License
Flows End User License Agreement
IMPORTANT - PLEASE READ CAREFULLY
Please note the following preliminary terms, which use some of the definitions set out in paragraph 1 below:
This Agreement: This Agreement, and any new versions, between DSPENGINEERING SRL and You, covers all Your use of Flows Software from any terminals where Flows Software has been installed, by You or by third parties. You can accept this Agreement by clicking on the ACCEPT button or similar buttons or links as may be designated by DSPENGINEERING SRL.
Additional Terms: Your agreement with DSPENGINEERING SRL will also include the Additional Terms (as defined below). The Additional Terms shall include, but are not limited to, the terms and policies set out in paragraph 7 below. In order to use the Flows Services, You must accept the Additional Terms. You can accept the Additional Terms by (i) clicking to accept or agree where this option is made available to You, or (ii) by actually using the Flows Services, in which case You acknowledge and agree that DSPENGINEERING SRL will treat such use as acceptance of the applicable terms. You acknowledge and agree that by accepting this Agreement and the Additional Terms you are entering into a legally binding contract, which collectively is referred to below as the “Terms”. If there is any contradiction between the Additional Terms and this Agreement, then the Additional Terms shall take precedence in relation to the relevant Flows Service. You should print off or save a copy of the Terms for your records.
Electronic Signature(s): You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Flows Software. Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
Jurisdiction’s Restrictions: If the law of Your country prohibits You from downloading or using Flows Software because You are under the age limit or because the Flows Services are not allowed in Your country, please don’t use it.
Table of contents:
- Definitions
- License and Restrictions
- What You should and should not expect from Flows
- What we expect from You
- Term, Termination, Updates
- Disclaimer of Warranties and Limitation of Liability
- Additional Terms
- Miscellaneous
1. Definitions
1.1 The following terms and expressions shall have the following meanings:
Additional Terms: the terms and conditions and policies applicable to Your use of the Flows Software and the Flows Services, in addition to this Agreement.
Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, DSPENGINEERING SRL. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.
Agreement: this End User License Agreement, as may be renewed and/or amended from time to time.
Documentation: any online or otherwise enclosed documentation provided by DSPENGINEERING SRL.
Effective Date: the date on which this Agreement is entered into by clicking on the ACCEPT button as stated above or upon installation or use of the Flows Software by You, whichever occurs earlier.
IP Rights: means (i) patents, pending patent applications, designs, trade marks and trade names (whether registered or unregistered), copyright and related rights, database rights, knowhow and confidential information; (ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognised in the future; and (iii) applications, extensions and renewals in relation to any such rights.
Password: refers to a code You select, which, in combination with the User ID, gives You access to Your User Account.
DSPENGINEERING SRL: refers to the company established under the laws of Italy, DSPENGINEERING SRL, VAT no. (03607080961).
Flows Promotional Materials: any and all trademarks, names, signs, logos, banners, and any other materials, in whatever form, owned and/or used by DSPENGINEERING SRL for the promotion of its company, its products and activities.
Flows Services: the Flows Website and any other products and services made available to You by DSPENGINEERING SRL or its Affiliates, in addition to the Flows Software.
Flows Software: the software distributed by DSPENGINEERING SRL for digital content management, including without limitation the Flows UI and Documentation, as well as any future versions, improvements, developments, programming fixes, updates and upgrades thereof.
Flows Staff: the officers, directors, employees and agents of DSPENGINEERING SRL or its Affiliates, or any other persons hired by DSPENGINEERING SRL or its Affiliates.
Flows Website: any and all elements, contents and the ‘look and feel’ of the website available under the URL, http://www.flows.tv/, - among other URL’s -, from which website the Flows Software can be downloaded.
Terms: has the meaning given in the “Additional Terms” preliminary term above.
UI: the user interface of the Flows Software.
User Account: refers to the account with User ID and Password that You create for Your use of the Flows Software.
User ID: refers to an identification code You selected, which in combination with the Password, gives access to Your User Account.
You: You, the end user of the Flows Software, also used in the form “Your” where applicable.
1.2 References to the singular include the plural and vice versa, and references to one gender include the other gender.
1.3 Any phrase introduced by the expressions “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. License and Restrictions
2.1 License: Subject to the terms of this Agreement, DSPENGINEERING SRL hereby grants You a limited, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable, free of charge license to download, install and use the Flows Software on Your computer, phone or PDA for the sole purpose of personally using the digital content management applications provided by Flows and any other applications that may be explicitly provided by DSPENGINEERING SRL. You are allowed to use the Flows Software subject to paragraph 4.4 below and in accordance with this Agreement and any applicable Additional Terms (such as the Terms of Service referred to in paragraph 7 below.
2.2 No Granting of Rights to Third Parties: You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Flows Software or any part thereof.
2.3 No Modifications: You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Flows Software or any part thereof except to the extent permitted by law.
2.4 Third Parties: The Flows Software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the Flows Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the Flows Software will be subject to You explicitly accepting a license agreement with that third party. You acknowledge and agree that You will not enter into a contractual relationship with DSPENGINEERING SRL or its Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to DSPENGINEERING SRL or its Affiliates to enforce any of your rights.
2.5 Exclusive Ownership: Any and all IP Rights in the Flows Software, the Flows Website and the Flows Promotional Materials are and shall remain the exclusive property of DSPENGINEERING SRL and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, You. You are only entitled to the limited use of the IP Rights granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with DSPENGINEERING SRL’s IP Rights. Any unauthorized use of DSPENGINEERING SRL’s IP Rights is a violation of this Agreement as well as a violation of intellectual property laws and treaties, including without limitation copyright laws and trademark laws. All title and IP Rights in and to any third party content that is not contained in the Flows Software, but may be accessed through use of the Flows Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.
2.6 No Removal of Notices: You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or DSPENGINEERING SRL’s rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any materials.
2.7 Flows Promotional Materials: Nothing in this Agreement will give You any right to use the Flows Promotional Materials.
3. What You should and should not expect from Flows
3.1 No Warranties:Installing Flows Software enables You to download and play digital contents. DSPENGINEERING SRL cannot guarantee that You will always be able to download and play digital contents, nor can DSPENGINEERING SRL guarantee that You can download and play digital contents without disruptions, delays or communication-related flaws.
3.2 Content of Communications: By using the Flows Software and the Flows Services You may be exposed to content that is offensive, harmful to minors, indecent or otherwise objectionable. You use the Flows Software and the Flows Services at Your own risk.
3.3 Utilization of Your Mobile Phone and Computer: Flows Software may utilize the processor and bandwidth of the mobile phone and of the computer (or other applicable device) You are utilizing, for the purpose of facilitating the download, playback and management of digital contents. DSPENGINEERING SRL will use its commercially reasonable efforts to protect the privacy and integrity of the mobile phone and of the computer resources (or other applicable device) You are utilizing and of Your communication, however DSPENGINEERING SRL cannot give any warranties in this respect.
3.4 New Versions of the Flows Software: DSPENGINEERING SRL, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Flows Software. DSPENGINEERING SRL has no obligation to make available to You any subsequent versions of the Flows Software. You may have to enter into a renewed version of this Agreement, in the event you want to download, install or use a new version of the Flows Software.
3.5 Suspension: DSPENGINEERING SRL may, in its sole discretion and to the maximum extent permitted within Your jurisdiction, modify or discontinue or suspend Your ability to use any version of the Flows Software, and/or disable any Flows Software You may already have accessed or installed without any notice to You, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, circumstances where You, at DSPENGINEERING SRL’s discretion, are in breach of the Terms, creating problems, possible legal liabilities, or engaging in fraudulent, immoral or illegal activities, or for other similar reasons.
4. What we expect from You
4.1 Lawful purposes: You will use the Flows Software solely for lawful purposes. In this respect You may not, without limitation (a) intercept or monitor, damage or modify any content which is not intended for You; (b) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the Flows Software or the communication; (c) send any unsolicited commercial communication not permitted by applicable law; (d) expose any third party to material which is offensive, harmful to minors, indecent or otherwise objectionable in any way; (e) use the Flows Software to cause or intend to cause embarrassment or distress to, or to threaten, harass or invade the privacy of, any third party; or (f) use any material or content that is subject to any third party proprietary rights, unless you have a licence or permission from the owner of such rights.
4.2 Representations: You represent and warrant that You are authorized to enter into and comply with the Terms. Furthermore, You represent and warrant that You will at any and all times meet with Your obligations under the Terms, as well as any and all laws, regulations and policies that may apply to the use of the Flows Software and/or the Flows Services.
4.3 Indemnification: YOU AGREE TO INDEMNIFY, DEFEND AND HOLD DSPENGINEERING SRL AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES INCURRED BY SUCH PARTIES, IN CONNECTION WITH OR ARISING OUT OF YOUR (A) VIOLATION OR BREACH OF ANY TERM OF THIS AGREEMENT OR ANY APPLICABLE LAW OR REGULATION, WHETHER OR NOT REFERENCED HEREIN, OR (B) VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, OR (C) USE OR MISUSE OF THE FLOWS SOFTWARE, OR (D) COMMUNICATION SPREAD BY MEANS OF THE FLOWS SOFTWARE.
4.4 Utilization of Your Mobile Phone and of Your Computer: If Your use of the Flows Software is dependant upon the use of a processor and bandwidth owned or controlled by a third party, You acknowledge and agree that Your licence to use the Flows Software is subject to You obtaining consent from the relevant third party for such use. You represent and warrant that by accepting this Agreement and using the Flows Software, You have obtained such consent.
4.5 Export Restrictions: Flows Software may be subject to international rules that govern the export of software. You shall comply with all applicable international and national laws that apply to the Flows Software as well as end-user, end-use and destination restrictions issued by national governments. DSPENGINEERING SRL is making this software available to You for download only on the condition that You certify that the download is not otherwise in violation of italian export control and sanctions regulations.
5. Term, Termination, Updates
5.1 Term: This Agreement will be effective as of the Effective Date and will remain effective until terminated by either DSPENGINEERING SRL or You as set out below. The Additional Terms will be effective as of the date upon which they are accepted by You or You use the relevant Flows Service (as applicable), and will remain effective until terminated by either DSPENGINEERING SRL or You as set out below and/or in the applicable terms.
5.2 Termination:You may terminate the Terms with immediate effect at any time. Without limiting other remedies, DSPENGINEERING SRL may limit, suspend, or terminate this license and Your use of Flows Software and Flows Services, prohibit access to the Flows Website and delete Your User Account and/or User ID, with immediate effect, automatically and without recourse to the courts, if we think that You are in breach of the Terms, creating problems, legal liabilities (actual or potential), infringing someone else’s intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons. DSPENGINEERING SRL shall effect such termination by providing notice to You to the email address You have provided, and/or by preventing Your access to Your User Account. We reserve the right to cancel User Accounts that have been inactive for more than one (1) year.
5.3 Consequences of Termination: Upon termination of this Agreement and the Additional Terms: (a) all licenses and rights to use the Flows Software and the Flows Services shall immediately terminate; (b) You will immediately cease any and all use of the Flows Software and Flows Services; and (c) You will immediately remove the Flows Software from all hard drives, networks and other storage media and destroy all copies of the Flows Software in Your possession or under Your control.
5.4 New Versions: DSPENGINEERING SRL reserves the right to change this Agreement at any time by publishing the revised Agreement on the Flows Website. The revised Agreement shall become effective within thirty (30) days of such publication, unless You expressly accept the revised Agreement earlier by clicking on the accept button. Your express acceptance or Your continued use of the Flows Software after expiry of the notice period of thirty (30) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement. You can find the latest version of this Agreement at www.flows.tv. DSPENGINEERING SRL reserves the right to change any of the Additional Terms from time to time and such changes shall become effective either within thirty (30) days of publication of the revised version on the Flows Website (unless You expressly accept the revised terms earlier by clicking on the accept button if this option is made available), or within the timeframe set out in the applicable terms if different.
6. Disclaimer of Warranties and Limitation of Liability
6.1 No Warranties: THE FLOWS SOFTWARE IS PROVIDED “AS IS” WITH NO WARRANTIES WHATSOEVER; DSPENGINEERING SRL DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE FLOWS SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. DSPENGINEERING SRL FURTHER DOES NOT REPRESENT OR WARRANT THAT THE FLOWS SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES DSPENGINEERING SRL WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF SERVICES MADE THROUGH THE FLOWS SOFTWARE.
6.2 Your own Risk: You acknowledge and agree that the entire risk arising out of Your use of the Flows Software remains with You, to the maximum extent permitted by law.
6.3 No Liability: The Flows Software is being provided to You free of charge. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT DSPENGINEERING SRL, ITS AFFILIATES, ITS LICENSORS AND THE FLOWS STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE FLOWS SOFTWARE, AS SET FORTH BELOW. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE FLOWS SOFTWARE IS TO IMMEDIATELY DEINSTALL AND CEASE USE OF SUCH FLOWS SOFTWARE.
6.4 Limitation of Liability: IN NO EVENT SHALL DSPENGINEERING SRL, ITS AFFILIATES, ITS LICENSORS OR THE FLOWS STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR:
6.4.1 ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF OR CORRUPTION TO DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE FLOWS SOFTWARE; AND
6.4.2 ANY LOSS OF INCOME, BUSINESS OR PROFITS (WHETHER DIRECT OR INDIRECT) ARISING OUT OF THE USE OR INABILITY TO USE THE FLOWS SOFTWARE;
6.4.3 ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF;
(I) ANY DISRUPTIONS OR DELAYS IN ANY COMMUNICATION WHEN USING THE FLOWS SOFTWARE;
(II) THE SUSPENSION OR TERMINATION OF THIS AGREEMENT BY YOU OR BY DSPENGINEERING SRL FOR ANY REASON; AND
(III) THE RELEASE OR THE DECISION NOT TO RELEASE NEW VERSIONS OF THE FLOWS SOFTWARE TO YOU.
6.5 THE LIMITATIONS ON DSPENGINEERING SRL’S LIABILITY TO YOU IN PARAGRAPH 6.4 ABOVE SHALL APPLY WHETHER OR NOT DSPENGINEERING SRL, ITS AFFILIATES OR THE FLOWS STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING.
6.6 NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF DSPENGINEERING SRL FOR (I) THE DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF DSPENGINEERING SRL, THE FLOWS STAFF OR ITS AGENTS, OR (II) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.
6.7 Jurisdiction’s Limitations: As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited to the maximum extent possible within the applicable legislation.
7. Additional Terms
7.1 In addition to this Agreement, You have to comply with the following Additional Terms when receiving the Flows Software and the Flows Services. We expect You to read these Additional Terms carefully, all of which are made part of this Agreement:
• Distribution of Flows Software. You are not allowed to distribute the Flows Software or any part thereof in a CD-ROM, DVD or other similar physical media. Any other distribution of the Flows Software is subject to paragraph 7.2 below.
7.2 Any other exceptions: If You are interested in doing anything which is not permitted under this Agreement or by one of the above Additional Terms, You will have to obtain DSPENGINEERING SRL’s prior written consent and explicitly agree upon any further terms.
7.3 Your Confidential Information and Your Privacy: DSPENGINEERING SRL is committed to respecting Your privacy and the confidentiality of Your personal data.
8. Miscellaneous
8.1 Entire Agreement: The terms and conditions of the Terms constitute the entire agreement between You and DSPENGINEERING SRL with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. Nothing in this clause shall exclude or restrict the liability of either You or DSPENGINEERING SRL arising out of fraud or fraudulent misrepresentation.
8.2 Partial Invalidity: If any provision of the Terms, or any part of a provision, is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, and the provision (or part-provision) in question is not of a fundamental nature to the Terms as a whole, the legality, validity or enforceability of the remainder of the Terms (including the remainder of the term which contains the relevant provision) shall not be affected.
8.3 No waiver: The failure to exercise, or delay in exercising, a right, power or remedy provided by the Terms or by law shall not constitute a waiver of that right, power or remedy. If DSPENGINEERING SRL waives a breach of any provision of the Terms this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.
8.4 Assignment: You are not allowed to assign the Terms or any rights hereunder. DSPENGINEERING SRL is allowed at its sole discretion to assign the Terms or any rights hereunder to any third party, without giving prior notice.
8.5 Applicable Law and Competent Court: The Terms shall be governed by and interpreted in accordance with the laws of Italy and shall be subject to the jurisdiction of the courts of the district of Milan.
8.6 Language: The original English version of the Terms may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version, the English language version shall prevail.
8.7 Survival: The terms of paragraphs 2.5, 5 and 6 of this Agreement, and any other provision of the Additional Terms which is expressed to survive or operate in the event of termination, shall survive termination of this Agreement and the applicable Additional Terms for whatever reason.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL THE FLOWS SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO DSPENGINEERING SRL THE RIGHTS SET FORTH HEREIN.