END USER LICENSE AGREEMENT (EULA)
END USER LICENSE AGREEMENT (EULA)
entered into by
BECOME S.r.l., Via Carlo Valvassori Peroni 74/2, 20133 Milan, Italy, VAT Number IT10254970964, registered before the Chamber of Commerce of Milan with REA N. MI-2517749 (hereinafter “BECOME”)
and
the Licensee, i.e. the entity or the professional belonging to the respective Register, interested in the License.
Hereinafter jointly “the Parties”
Hereinafter jointly “the Parties”
PREMISES
a) BECOME is a company actively operating in the business field of psychological and therapeutic innovation, psychotechnologies and digital mental health, who has invented and realized the psychological methods defined “Augmented Psychology” (“Psicologia Aumentata” in Italian), registered as Trademarks by the same BECOME.
b) BECOME realized:
1) texts, speeches, audios and videos in 2D and/or 360° formats, interactive and non-interactive – included all the subsequent modifications, versions, translations and modulations (hereinafter, “Immersive Experiences”) through the specific apps “Augmented Psychology”, “Augmented Life Suite”, “Augmented Life Experience”, “Augmented Food Exposure”, “Augmented Performance” (hereinafter, “Augmented App”) ”), installed on proper devices, as a way of example, but not limited to, virtual and augmented reality headsets, smartphones, tablets manufactured and distributed by third parties (hereinafter, “Devices”);
2) training courses – in-person or distance learning, delivered synchronously or asynchronously – upon completion of which Professionals are certified in the clinical use of the Augmented App (hereinafter, “Courses”);
(hereinafter, jointly, “Products”).
2) training courses – in-person or distance learning, delivered synchronously or asynchronously – upon completion of which Professionals are certified in the clinical use of the Augmented App (hereinafter, “Courses”);
(hereinafter, jointly, “Products”).
c) The Products are intended for use in the professional field by professionals in the fields of health and education belonging to the respective Registers (hereinafter, “Professionals” and, singularly, “Professional”), in their private practice or at entities, in order to allow users/patients/clients/assisted (hereinafter, “Users”)”), to live engaging experiences that promote psychological change or wellbeing, through specific protocols (hereinafter, “Protocols”).
d) In order to allow the Licensee to use the Immersive Experiences in the professional practice, BECOME will supply the Augmented App through the subscription of one or more fees relating to the following categories of Immersive Experiences and their Protocols: Augmented Clinical Practice, Augmented Relaxation Techniques, Augmented Identification, Augmented Stress Management, Augmented Change Management, Augmented Biofeedback, Augmented Food Exposure, Augmented Cognitive Rehabilitation and the Courses through a service delivered in-person, through videocall or on the specific platform provided by BECOME (hereinafter, “Platform”).
e) In the extent of the business activity, the Licensee is interested in using the Product in compliance with the provisions of the present End User License Agreement (hereinafter, “the Contract”).
f) The Contract describes and regulates all the features of the License Agreement (hereinafter, “License”) that BECOME is willing to offer to the Licensee with reference to the Product.
All the above stated and established,
THE PARTIES AGREE THE FOLLOWING:
THE PARTIES AGREE THE FOLLOWING:
1. Premises
1.1. The premises are, at all the extents, integral, material and unavoidable part of the Contract, to be deemed assumptions and essential reasons of fact and law common to the Parties, determining their will of entering into the Contract, as well as essential features for the purpose of interpreting the provisions.
1.1. The premises are, at all the extents, integral, material and unavoidable part of the Contract, to be deemed assumptions and essential reasons of fact and law common to the Parties, determining their will of entering into the Contract, as well as essential features for the purpose of interpreting the provisions.
2. Subject matter
2.1. The subject matter of the Contract is the temporary and non-transferable License of the Products.
2.2. On the basis of the License the Licensee may use the Products, through the Platform, in compliance with the provisions of the Contract.
2.3. The License is granted only for the licensed Devices and just for the territory where the Licensee has the headquarters of the activity at the moment of the finalisation of the Contract.
2.1. The subject matter of the Contract is the temporary and non-transferable License of the Products.
2.2. On the basis of the License the Licensee may use the Products, through the Platform, in compliance with the provisions of the Contract.
2.3. The License is granted only for the licensed Devices and just for the territory where the Licensee has the headquarters of the activity at the moment of the finalisation of the Contract.
3. Platform
3.1. The access to the Platform is allowed only to the accounts which are registered through a procedure requiring the following data: first name, last name, address, job description, tax code, VAT number, telephone number, e-mail address, PEC address, SDI code if any, personal website if any (hereinafter, “Account”).
3.2. Following the creation of the Account and the use of the same, the Platform generates and retains the following data: unique identifier, history of the Courses attended and of the Augmented App subscriptions.
3.3. Should BECOME release an update or a new version of the platform and/or of the Augmented App, the update or the new version will be made available to the Licensee without any fee, on condition that the Account and/or the relevant subscription is, at that date, still valid. The use of the said new version/update will be subject to the same conditions and to the same limits as resulting from the Contract. Each new version or update of the Platform and/or of the Augmented App will substitute, at all the extents, the previous version and BECOME – once the new version/update will be implemented and made accessible – will not be subject to any obligation under Article 6 of the Contract in relation to the previous versions.
3.4. Should the Licensee experience technical problems in accessing the Platform and/or each Augmented App, BECOME undertakes to provide feedback to the ticket opened through e-mail to support@become-hub.com within 48 hours from the moment the same was received.
3.5. The Platforms integrates the following external providers in relation to the following activities:
3.1. The access to the Platform is allowed only to the accounts which are registered through a procedure requiring the following data: first name, last name, address, job description, tax code, VAT number, telephone number, e-mail address, PEC address, SDI code if any, personal website if any (hereinafter, “Account”).
3.2. Following the creation of the Account and the use of the same, the Platform generates and retains the following data: unique identifier, history of the Courses attended and of the Augmented App subscriptions.
3.3. Should BECOME release an update or a new version of the platform and/or of the Augmented App, the update or the new version will be made available to the Licensee without any fee, on condition that the Account and/or the relevant subscription is, at that date, still valid. The use of the said new version/update will be subject to the same conditions and to the same limits as resulting from the Contract. Each new version or update of the Platform and/or of the Augmented App will substitute, at all the extents, the previous version and BECOME – once the new version/update will be implemented and made accessible – will not be subject to any obligation under Article 6 of the Contract in relation to the previous versions.
3.4. Should the Licensee experience technical problems in accessing the Platform and/or each Augmented App, BECOME undertakes to provide feedback to the ticket opened through e-mail to support@become-hub.com within 48 hours from the moment the same was received.
3.5. The Platforms integrates the following external providers in relation to the following activities:
- Vercel (United States) for hosting;
- Amazon AWS (Ireland) for conservation of personal data of the Professionals and anonymous data of the Users;
- Mailchimp (United States) for conservation of e-mail addresses of the Professionals subscribed to the newsletter;
- Swell (United States) for conservation of the data concerning e-commerce;
- Fatturazione CGN (Italy) for conservation of administrative data;
- Squarespace (United States) for management of the data received through the website;
- Sentry (United States) and Slack (United States) for the conservation of the support data;
- Meta App Lab (United States) for the activities of functioning of the Virtual Reality Oculus App;
- Google Play (United States) for the activities of functioning of the Augmented App on Android mobile Devices;
- Appstore (United States) for the activities of functioning of the Augmented App on iOS mobile Devices;
- Fitbit (United States) for data relating to physiological monitoring.
4. BECOME
4.1. BECOME undertakes to grant a License on the Products, as identified by the Licensee, for the period of time agreed at the moment of purchase and/or subscription of each Product.
4.2. BECOME undertakes to fix and eliminate possible bugs which hinder the access to the functionalities of the Product, as eventually identified reported by the Licensee within ten (10) days from the purchase of the Course or within thirty (30) days from the subscription of the fee for one of the Augmented App, without in any way charging the Licensee with any further cost.
4.3. BECOME may change the password relating to the Licensee’s Account at any time it has reasonable grounds to believe that there exists a risk of misuse and/or breach of the security protocols of the Platform or that such misuse and/or breach materialized. BECOME undertakes to inform the Licensee of the above circumstances as soon as such change is made.
4.4. BECOME may prevent, suspend or terminate access to the Account and/or registration to the Platform in the event of any breach of the Contract by the Licensee.
4.1. BECOME undertakes to grant a License on the Products, as identified by the Licensee, for the period of time agreed at the moment of purchase and/or subscription of each Product.
4.2. BECOME undertakes to fix and eliminate possible bugs which hinder the access to the functionalities of the Product, as eventually identified reported by the Licensee within ten (10) days from the purchase of the Course or within thirty (30) days from the subscription of the fee for one of the Augmented App, without in any way charging the Licensee with any further cost.
4.3. BECOME may change the password relating to the Licensee’s Account at any time it has reasonable grounds to believe that there exists a risk of misuse and/or breach of the security protocols of the Platform or that such misuse and/or breach materialized. BECOME undertakes to inform the Licensee of the above circumstances as soon as such change is made.
4.4. BECOME may prevent, suspend or terminate access to the Account and/or registration to the Platform in the event of any breach of the Contract by the Licensee.
5. The Licensee
5.1. With the exception of the case provided for by the following paragraph 5.3., the Licensee is an entity or a Professional. In the event that, during the term of the Contract, the Licensees’ declaration to be a Professional proves to be untrue, BECOME may inform the Licensee of the termination of the Contract in compliance with Article 1456 of the Italian Civil Code. In such an event, BECOME may retain the sum already received by the Licensee in the execution of the Contract.
5.2. The Licensee is entitled to use the Augmented App for clinical purposes or for training only after obtaining appropriate certification after the completion of a Course.
5.3. The provisions at paragraphs 5.1. and 5.2. shall not apply to the Augmented App when used for experiential/entertainment purposes.
5.4. The Licensee undertakes to create an Account on the Platform and not to disclose the associated password to any third party in any way.
5.5. The Product, with the exception of the Medical CE “Augmented Wellbeing” – cannot be considered a Medical Device or a Digital Therapy. The Licensee, in the quality of experienced and specialized user, is aware of the correct usage procedures and of the possible contraindications related to the use of the Product.
5.6. Before using a supported Device, the licensee reads and understands the instructions and the health and safety warnings provided on the manufacturer’s website. It is the Licensee’s responsibility to retrieve the instructions and health warnings, monitoring any changes that may be made from the manufacturer. BECOME cannot be held responsible in any way for any consequence of any negligence or lack of the Licensee regarding what is stated in this paragraph.
5.1. With the exception of the case provided for by the following paragraph 5.3., the Licensee is an entity or a Professional. In the event that, during the term of the Contract, the Licensees’ declaration to be a Professional proves to be untrue, BECOME may inform the Licensee of the termination of the Contract in compliance with Article 1456 of the Italian Civil Code. In such an event, BECOME may retain the sum already received by the Licensee in the execution of the Contract.
5.2. The Licensee is entitled to use the Augmented App for clinical purposes or for training only after obtaining appropriate certification after the completion of a Course.
5.3. The provisions at paragraphs 5.1. and 5.2. shall not apply to the Augmented App when used for experiential/entertainment purposes.
5.4. The Licensee undertakes to create an Account on the Platform and not to disclose the associated password to any third party in any way.
5.5. The Product, with the exception of the Medical CE “Augmented Wellbeing” – cannot be considered a Medical Device or a Digital Therapy. The Licensee, in the quality of experienced and specialized user, is aware of the correct usage procedures and of the possible contraindications related to the use of the Product.
5.6. Before using a supported Device, the licensee reads and understands the instructions and the health and safety warnings provided on the manufacturer’s website. It is the Licensee’s responsibility to retrieve the instructions and health warnings, monitoring any changes that may be made from the manufacturer. BECOME cannot be held responsible in any way for any consequence of any negligence or lack of the Licensee regarding what is stated in this paragraph.
6. Undertakings of the Licensee
6.1. Since the License granted by the Contract is nominative and related to a specific Device, the Licensee undertakes not to grant any sub-license and/or not to let anyone use the Product object of the License. The Product, therefore, can be used only by the Licensee, in full compliance with the provisions of the Contract, and exclusively for the purposes of his/her professional practice.
6.2. The Licensee is strictly prohibited to copy, partially or integrally, any element of the Product and of the technology upon which it is based, as well as to carry on any activity of reverse engineering or, likewise, to replicate and/or imitate the Product or one of its parts, as well as to share videos, audios, texts and contents of the relevant Protocols outside of the context of his/her professional practice in relation to which the License is granted.
6.3. It is expressively prohibited to the Licensee to supply the Product to the public, to assign it, to sub-license it to third parties or, likewise, to allow its use by third parties, both for free or for a fee.
6.4. It is expressly prohibited to the Licensee to allow the use or to even only show the Product to anyone who is not directly involved in the treatment provided by the same Licensee.
6.5. The Licensee undertakes to use the Product – in compliance with both the provisions of the Contract and those of the subscription – only in the locations where conducting the professional practice, as an example but not limited to private practice, clinic, hospital, sports association, enterprise, university, as well as to precisely understand and to consequently inform the Users about the possible contraindications related to the usage of the Product – comprised those caused by the Device manufactured and distributed by third parties throughout which the Product is delivered to the Users – and to the possible consequences, also harmful, that might, in hypothesis, arise from the usage of the Product and of the Devices, with reference to which the Licensee undertakes to bear the whole and aware responsibility toward the User, since BECOME will not – in any case – be subject to any liability and/or claim. The Product, therefore, is used by the Licensee only to the extent required by the professional practice, as an example but not limited to, clinical, organizational, sports, hospital, educational, wellbeing.
6.6. The Product can be used for research purposes only with a previous formal written authorization granted by BECOME, to be required in written form as well.
6.1. Since the License granted by the Contract is nominative and related to a specific Device, the Licensee undertakes not to grant any sub-license and/or not to let anyone use the Product object of the License. The Product, therefore, can be used only by the Licensee, in full compliance with the provisions of the Contract, and exclusively for the purposes of his/her professional practice.
6.2. The Licensee is strictly prohibited to copy, partially or integrally, any element of the Product and of the technology upon which it is based, as well as to carry on any activity of reverse engineering or, likewise, to replicate and/or imitate the Product or one of its parts, as well as to share videos, audios, texts and contents of the relevant Protocols outside of the context of his/her professional practice in relation to which the License is granted.
6.3. It is expressively prohibited to the Licensee to supply the Product to the public, to assign it, to sub-license it to third parties or, likewise, to allow its use by third parties, both for free or for a fee.
6.4. It is expressly prohibited to the Licensee to allow the use or to even only show the Product to anyone who is not directly involved in the treatment provided by the same Licensee.
6.5. The Licensee undertakes to use the Product – in compliance with both the provisions of the Contract and those of the subscription – only in the locations where conducting the professional practice, as an example but not limited to private practice, clinic, hospital, sports association, enterprise, university, as well as to precisely understand and to consequently inform the Users about the possible contraindications related to the usage of the Product – comprised those caused by the Device manufactured and distributed by third parties throughout which the Product is delivered to the Users – and to the possible consequences, also harmful, that might, in hypothesis, arise from the usage of the Product and of the Devices, with reference to which the Licensee undertakes to bear the whole and aware responsibility toward the User, since BECOME will not – in any case – be subject to any liability and/or claim. The Product, therefore, is used by the Licensee only to the extent required by the professional practice, as an example but not limited to, clinical, organizational, sports, hospital, educational, wellbeing.
6.6. The Product can be used for research purposes only with a previous formal written authorization granted by BECOME, to be required in written form as well.
7. Warranties of the Licensee
7.1. BECOME guarantees that the Product, at the moment of its installation and upload, is in perfect functioning conditions.
7.2. BECOME cannot be deemed liable for any type of bug of the Product arising from fortuitous event or force majeure.
7.3. Any change made directly by the Licensee to the Product will result in the disapplication of the warranty of Article 7.1. and int the immediate termination of the Contract in compliance with Article 1456 of the Italian Civil Code.
7.4. BECOME guarantees the Licensee against eventual claims of third parties solely relating to alleged Rights defined in Article 11 with regard to the Products object of the Contract.
7.1. BECOME guarantees that the Product, at the moment of its installation and upload, is in perfect functioning conditions.
7.2. BECOME cannot be deemed liable for any type of bug of the Product arising from fortuitous event or force majeure.
7.3. Any change made directly by the Licensee to the Product will result in the disapplication of the warranty of Article 7.1. and int the immediate termination of the Contract in compliance with Article 1456 of the Italian Civil Code.
7.4. BECOME guarantees the Licensee against eventual claims of third parties solely relating to alleged Rights defined in Article 11 with regard to the Products object of the Contract.
8. Duration of the Contract
8.1. The Contract enters into force at the time of its finalisation by the Licensee.
8.2. The Contract is valid only for the duration of the Course or of a subscription to an Augmented App purchased by the Licensee. The subscription to an Augmented App will be automatically renewed, unless otherwise decided by the Licensee.
8.3. Following the termination of the Course or the expiration of the non-renewed subscription to an Augmented App, the Licensee undertakes to delete the Augmented App from the Device and/or the materials relating to the Course, as well as not to make any use of them with reference to those activities for which the License is granted.
8.1. The Contract enters into force at the time of its finalisation by the Licensee.
8.2. The Contract is valid only for the duration of the Course or of a subscription to an Augmented App purchased by the Licensee. The subscription to an Augmented App will be automatically renewed, unless otherwise decided by the Licensee.
8.3. Following the termination of the Course or the expiration of the non-renewed subscription to an Augmented App, the Licensee undertakes to delete the Augmented App from the Device and/or the materials relating to the Course, as well as not to make any use of them with reference to those activities for which the License is granted.
9. Economic conditions and fees
9.1. In order for the License to be effective, the Licensee undertakes to pay the fee requested by BECOME.
9.1. In order for the License to be effective, the Licensee undertakes to pay the fee requested by BECOME.
10. Amendments of the Contract
10.1. BECOME reserves the right to modify the conditions of the Contract by means of a written communication to be sent through PEC to the Licensee (hereinafter, “PEC Amendment”) with at least 45 days' notice, without prejudice for the Licensee's right of withdrawal to be exercised, under penalty of forfeiture, through written communication to be sent through PEC email to info@pec.become-hub.com within 15 days from date of receipt of the PEC Amendment.
10.2. Neither the Contract nor the rights deriving by the Contract can be transferred or assigned to third parties.
10.1. BECOME reserves the right to modify the conditions of the Contract by means of a written communication to be sent through PEC to the Licensee (hereinafter, “PEC Amendment”) with at least 45 days' notice, without prejudice for the Licensee's right of withdrawal to be exercised, under penalty of forfeiture, through written communication to be sent through PEC email to info@pec.become-hub.com within 15 days from date of receipt of the PEC Amendment.
10.2. Neither the Contract nor the rights deriving by the Contract can be transferred or assigned to third parties.
11. Intellectual and Industrial Property Rights
11.1. BECOME is the exclusive owner of each Product and of all the intellectual and industrial property rights, as defined and regulated by the Law on the Author’s Rights, the Code of the Industrial Property, the rules of national, European Union and international law (hereinafter, “Rights”) relating to the Product.
11.2. All Rights remain owned by BECOME, without the Licensee obtaining any transfer of the Rights on the basis of the Contract.
11.3. In addition to the provision at Article 6.2, the Licensee undertakes not to copy, destroy, alter, move any sign related to the Rights on the Product. In case any of the abovementioned activities come into existence, the Contract is deemed to be terminated in compliance with Article 1456 of the Italian Civil Code.
11.1. BECOME is the exclusive owner of each Product and of all the intellectual and industrial property rights, as defined and regulated by the Law on the Author’s Rights, the Code of the Industrial Property, the rules of national, European Union and international law (hereinafter, “Rights”) relating to the Product.
11.2. All Rights remain owned by BECOME, without the Licensee obtaining any transfer of the Rights on the basis of the Contract.
11.3. In addition to the provision at Article 6.2, the Licensee undertakes not to copy, destroy, alter, move any sign related to the Rights on the Product. In case any of the abovementioned activities come into existence, the Contract is deemed to be terminated in compliance with Article 1456 of the Italian Civil Code.
12. Privacy and Data Protection
12.1. The Parties declare that they received, read and understood the Privacy Policy prior to the finalization of the Contract. The Parties further declare that they understand that their personal data will be processed by the other party to the Contract for the execution of the Contract in accordance with the relevant legal obligations and that they may exercise their rights under the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (hereinafter, “GDPR”), directly relating to the same other party.
12.2. The aforementioned data will be processed for the entire duration of the Contract and, after the termination of the same, for any reason whatsoever, they will be stored for the time envisioned by the regulations in force for the domains of accounting, tax, civil and civil procedure.
12.3. The Licensee’s personal data under Article 4.1. GDPR (hereinafter, “Licensee Data”) are accessible by the Licensee and by the administrators of the Platform and are not subject to sharing with external organizations, with the exception of the provisions of the Privacy Policy of BECOME. The Licensee Data stored by BECOME are used for communication with the Licensee only in connection to the purposes of delivering or managing the Courses and the Augmented App.
12.4. The User’s personal data under Article 4.1. GDPR are not stored by BECOME. Both physiological data, recorded through third-party biosensors/neurosensors, as an example but not limited to heartbeat through Fitbit Sense, and behavioural data, as an example but not limited to choices made in scenarios or level of interaction with the scene (hereinafter, “User Data”), lead to specific user codes traceable to Users only by the Professional. User data are stored by BECOME for the duration of the License, unless they are deleted by the Professional.
12.5. Without prejudice to the provisions of the aforementioned Regulation 2016/679 (GDPR), BECOME may download statistics containing anonymized data collected by the Product during the use made by the Licensee. The Licensee will have, in turn, the possibility of sending to BECOME the anonymized data relating to the logs of the Platform and of the Augmented App in order to receive technical assistance.
12.1. The Parties declare that they received, read and understood the Privacy Policy prior to the finalization of the Contract. The Parties further declare that they understand that their personal data will be processed by the other party to the Contract for the execution of the Contract in accordance with the relevant legal obligations and that they may exercise their rights under the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (hereinafter, “GDPR”), directly relating to the same other party.
12.2. The aforementioned data will be processed for the entire duration of the Contract and, after the termination of the same, for any reason whatsoever, they will be stored for the time envisioned by the regulations in force for the domains of accounting, tax, civil and civil procedure.
12.3. The Licensee’s personal data under Article 4.1. GDPR (hereinafter, “Licensee Data”) are accessible by the Licensee and by the administrators of the Platform and are not subject to sharing with external organizations, with the exception of the provisions of the Privacy Policy of BECOME. The Licensee Data stored by BECOME are used for communication with the Licensee only in connection to the purposes of delivering or managing the Courses and the Augmented App.
12.4. The User’s personal data under Article 4.1. GDPR are not stored by BECOME. Both physiological data, recorded through third-party biosensors/neurosensors, as an example but not limited to heartbeat through Fitbit Sense, and behavioural data, as an example but not limited to choices made in scenarios or level of interaction with the scene (hereinafter, “User Data”), lead to specific user codes traceable to Users only by the Professional. User data are stored by BECOME for the duration of the License, unless they are deleted by the Professional.
12.5. Without prejudice to the provisions of the aforementioned Regulation 2016/679 (GDPR), BECOME may download statistics containing anonymized data collected by the Product during the use made by the Licensee. The Licensee will have, in turn, the possibility of sending to BECOME the anonymized data relating to the logs of the Platform and of the Augmented App in order to receive technical assistance.
13. Applicable law and competent Courts
13.1. The Contract is governed by the laws of Italy and any eventual dispute between the Parties will be subject to the exclusive jurisdiction of the Court of Milan, after a preliminary attempt of mediation before and in compliance with the rules of the respective Regulation of the Camera Arbitrale of Milan.
13.1. The Contract is governed by the laws of Italy and any eventual dispute between the Parties will be subject to the exclusive jurisdiction of the Court of Milan, after a preliminary attempt of mediation before and in compliance with the rules of the respective Regulation of the Camera Arbitrale of Milan.
14. Final Clause
14.1. The Contract abrogates and replaces any agreement, understanding, negotiation, written or oral, possibly intervened previously between the Parties.
14.1. The Contract abrogates and replaces any agreement, understanding, negotiation, written or oral, possibly intervened previously between the Parties.