Terms and Conditions

1. Subject matter

1.1 This license agreement (“Agreement”) is a binding agreement between the client (“Client”) and Forte Audio S.r.l. (“Licensor”) for the use of the software application “Forte!” (“Software”) as described in the order submitted by the Client and accepted by the Licensor (“Order”). The Software is exclusively intended for professional use by businesses, organizations and independent professionals. It is not designed or marketed for use by consumers. By downloading and using the Software, the Client represents and warrants to act in its professional capacity.

1.2 In accordance with the terms and conditions of this Agreement, the Licensor grants to the Client a non-exclusive, non-sublicensable, non-assignable and otherwise non-transferable license to use the Software for commercial purposes related to music production and performance, and specifically: (i) the right to install, use, access, display and run the Software in object code, on a number of computers that does not exceed the number set out in the Order and only in accordance with this Agreement; (ii) the right to make copies of the Software as indicated in this Agreement.

1.3 The license of this Agreement: (i) shall not include the Client’s right to sub-license any of the rights granted under this Agreement; (ii) is limited to the Software described in the Order and cannot be construed as aimed at granting the Client with any additional rights to any know-how, technology, patent, technical information or copyright now or hereafter owned by the Licensor. All rights not specifically granted to Client are reserved to the Licensor.

1.4 During the Term of this Agreement, the Client: (i) shall be responsible for ensuring that its systems meet the technical requirements from time to time indicated by the Licensor; (ii) shall not do or consciously permit to be done any act or thing which prejudices, misappropriates, or impairs the rights of Licensor with respect to the Software; (iii) except for the licenses granted hereunder, will never represent that it has any right, title, or interest in or to the Software.

1.5 From time to time, the Licensor may develop updates, upgrades and new features of the Software which might be made available to the Client in accordance with the terms and conditions of the Order.

2. Limitations

2.1 The Software is licensed as a single asset and its component parts shall not be separated.

2.2 The rights granted hereunder are personal to the Client. Neither the Software nor the rights granted hereunder may be resold, sub-licensed, assigned, leased, lent or rented, whether for value or otherwise.

2.3 The Client shall not, except as explicitly permitted in this Agreement: (i) modify, copy, reverse engineer, decompile or disassemble the Software and any of its components or attempt to reconstruct or discover or access any source code, underlying ideas, algorithms, files formats or programming interfaces of the Software by any means whatsoever (except and only to the extent that the applicable law prohibits or restricts reverse engineering restrictions); (ii) attempt to unlock or bypass any initialization system, encryption methods or copy protection device; (iii) incorporate the Software into any product or service.

2.4 The proprietary rights legends and any other notices contained on and in the Software shall not be removed.

2.5 The Software may integrate with or provide access to third-party services or applications. The Client acknowledges that its use of such services or applications may be subject to additional terms and conditions provided by the relevant third-party.

3. Copies and installation of the Software

3.1 The Licensor shall make the Software available to download by the Client in executable format.

3.2 The Client shall not make (nor permit third parties to make) any further copies of the Software, in whole or in part, except for a maximum of 1 (one) back-up copy.

3.3 The Client will keep copies of the Software and back-up copies of the Software (“Software Copies”) in a secure location. The Client shall not duplicate, copy or reproduce the Software Copies (or any of its modules, parts, tools, algorithms, routines or solutions) or the related documents.

3.4 The Client may also request the Licensor to provide reasonable information and data necessary to ensure the interoperability of the Software with other programs. The Licensor shall make all commercially reasonable endeavors in order to support the Client in such activities, provided that the Licensor may request the Client to pay an additional fee in case any such activities involve specific developments.

4. Account and security

4.1 To download, access and use the Software, the Client may be requested to create an account that is protected by a username and password (“Account”). The Client must keep any passwords and other account details secret.

4.2 If requested, the Client agrees to provide the Licensor with accurate and complete information when registering for an Account and at all times thereafter. The Licensor must be promptly notified if changes to Client’s information occur.

4.3 The Client acknowledges and agrees that it is responsible for providing all equipment necessary to run and use the Software. For the sake of clarity, the Licensor shall not be requested to provide or supply any hardware to the Client.

4.4 The Client is solely responsible for: (i) access to, content in, or sharing and use of its Account; (ii) processing any personal data through the Software.

4.5 Except in case of willful misconduct or gross negligence, the Licensor will not be liable for any loss or damage arising from any access to, or sharing and use of, the Client’s Account.

5. Information, data and content

5.1 The Licensor may collect and use the information and data obtained or generated from the use of the Software by the Client in order to carry out system analysis, research and further enhancements or developments of the Software.

5.2 The Client shall be the exclusive owner of all the intellectual and industrial property rights on the content created by the Client by using the Software (“Content”). The Client grants the Licensor with a non-exclusive and royalty-free license to use, store and process the Content for the purpose of providing the Software.

5.3 The Client shall be solely responsible for backing up its information, data or Content.

5.4 The personal data of the Client’s users shall be processed in accordance with the privacy policy available at https://www.iubenda.com/privacy-policy/63363650/legal.

6. Assistance services

6.1 The Licensor will only provide assistance services upon execution of a specific agreement with the Client and subject to payment by the Client of the agreed fees (“Assistance Services”).

6.2 If the Assistance Services have not been purchased or paid, the Licensor may at its sole discretion elect to provide the Client with limited support services related to the Software for such period of time as the Licensor at its sole discretion elects (“Limited Support”). If available, the Client may request the Limited Support by writing at the address support@forte-ai.com. The Client acknowledges that the Licensor may cease to provide the Limited Support at any time and that the Licensor is not and will not be obligated to provide the Limited Support.

7. Audits

7.1 At Licensor’s request, the Client agrees to provide a signed certification that all the Software is being used in full compliance with the terms of this Agreement.

7.2 The Licensor shall have the right to audit the use of the Software by the Client, subject to fifteen (15) days advance notice, to be conducted at the Client’s premises during normal business hours. The Licensor will bear all out-of-pocket costs that incurs for the audit, unless the audit reveals that the Client has exceeded the limitations set forth in this Agreement.

7.3 The Client shall provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at its own costs.

8. Term

8.1 The Client’s right to use the Software is limited to the term set out in the Order (“Term”) and is subject to the automatic renewals which may be indicated therein.

8.2 To the extent indicated by the Licensor, the Client may be entitled to use the Software for free for a trial period of 15 (fifteen) days (“Trial Period”).

9. Termination

9.1 The Licensor may terminate this Agreement if the Client is in material breach of any representation, warranty, covenant or agreement contained herein, after providing written notice to the Client of such intent and reason for termination, provided that the Client shall have thirty (30) days after receipt of such written notice to take prudent and reasonable steps to cure the material breach. Should the Client fail to cure the material breach within the thirty (30) days period, the termination shall become effective.

9.2 Without prejudice to any other remedy, the Licensor shall have the right to immediately terminate this Agreement in the event of: (i) a merger of the Client with a competitor of the Licensor; (ii) breach by the Client of any of the obligations set forth under articles 1.2, 1.4, 2, 3, 10.1.

9.3 Upon expiration or termination of this Agreement, the Client shall cease using the Software and delete all Software Copies. The Client will certify such deletion in writing upon Licensor’s request.

9.4 In no event will termination relieve the Client of its obligation to pay any fees payable for the period prior to the effective date of termination. The exercise by the Licensor of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement or by law.

9.5 It is agreed between the Parties that under no circumstances shall the Licensor be bound to assist the Client in migrating its systems to any different technology, unless such activity is specifically agreed in writing and expressly remunerated.

10. Fees

10.1 The fees (“Fees”) are not refundable, and the relevant schedule of payments are indicated in the Order. To the extent indicated by the Licensor, the Client may benefit from the use of a reduced version of the Software, with limited features, subject to payment of no Fees.

10.2 The Licensor reserves the right to change the Fees (as defined below) at any time, it being understood that any such changes will be communicated to you in advance and shall only apply to the future Terms.

10.3 The Licensor reserves the right to suspend the Client’s rights to use the Software in case the Client fails to pay any installment of the Fees.

11. Representations and warranties

11.1 The Licensor represents and warrants that: (i) the Software is the result of creative and original activity, and that (except for any open source library incorporated in the Software) all rights, including copyright and any other intellectual property rights, in the Software are the exclusive property or the availability of the Licensor; (ii) to the best of the Licensor’s knowledge, the Software does not infringe any third party rights; (iii) the Software is capable of performing the operations contemplated and indicated in this Agreement and is suitable for the use described herein; (iv) the Software is regularly working and does not contain viruses.

11.2 The Parties further acknowledge and agree that, except in case of willful misconduct or gross negligence, the maximum amount that the Licensor may be ordered to pay to the other for any claim the Client may have under this Agreement shall not exceed an amount equal to the Fees paid by the Client during the 12 (twelve) months preceding the claim.

11.3 The Client expressly agrees that if maintenance is carried out internally by the Client, the Licensor shall be fully released from all liabilities and warranties in respect of any defects, faults, malfunctions, crashes or bugs in the Software and, in general, in respect of any alleged breach by the Licensor which may have given rise thereto.

11.4 Without prejudice to any mandatory provision, the warranties set forth in this Agreement constitute the sole warranties provided by the Licensor to the Client.

11.5 The Client shall indemnify and hold the Licensor harmless for any prejudice that the Client causes to the Licensor as a result of the use of the Software beyond the limits set out in this Agreement or for any use of the Software in breach of its obligations under this Agreement.

12. Intellectual and industrial property rights

12.1 The Licensor is the owner of and retains all title to and interest in all proprietary and intellectual property rights, including patents, copyrights, trade secrets, trademarks and know-how in and to the Software and all copies, modifications and derivative works thereof. The Client acknowledges the foregoing and agrees that: (i) it has no right, title or interest in the Software, except as specifically set forth herein; (ii) it is obtaining only a limited license right to the Software and that irrespective of any use of the words ‘purchase’, ‘sale’ or like terms hereunder no ownership rights are being conveyed to the Client under this Agreement.

12.2 If the Client becomes aware of any infringement or misappropriation by a third party of the Software, it shall promptly notify the Licensor in writing and shall provide to Licensor any information the Client has in support of such belief.

12.3 The Licensor shall have the right, but not the obligation, to institute such action as it deems appropriate to terminate any infringement or misappropriation through negotiation, litigation or alternative dispute resolution means, at its sole discretion and at its sole cost. The Licensor shall have the right to select and to control counsel in any action initiated by the Licensor.

12.4 The Licensor will own full title and ownership to any possible invention, model, device, prototype, method, software, application, technical information and know-how deriving from the Software.

12.5 Each Party is authorized to mention the existence of this Agreement in its promotional and advertising materials, including on its websites and social media channels, also by using the other Party’s trademarks and commercial names as well as a description of the project herein.

13. Indemnity

13.1 The Licensor shall have no obligation to indemnify the Client if any infringement or misappropriation of the Software results from its: (i) modification of the Software; (ii) combination, operation or use of the Software with other software or components not supplied by the Licensor; (iii) use of the Software in breach of this Agreement.

13.2 Except in case of willful misconduct or gross negligence, any indemnification payable by the Licensor for any indemnifiable breach under this Agreement will be capped – to the extent permissible at law – at the aggregate value of the Fees paid by the Client during the 12 (twelve) months preceding the event triggering such breach occurred.

14. Miscellaneous

14.1 This Agreement contains the entire understanding of the Parties with respect to the subject matter herein contained and supersedes all previous written or verbal agreements relating to this subject matter between the Parties. The Parties may amend any of the provisions of this Agreement by way of an instrument in writing duly agreed to and executed by authorized representatives of the Parties.

14.2 In the event either Party shall at any time waive any of its rights under this Agreement, waive any breach of any provision hereof by the other Party, or waive the performance by the other Party of any of its obligations hereunder, such waiver shall not be construed to be a waiver of any succeeding breach of such provision, a waiver of the same rights or obligations, or a waiver of any other rights or obligations or the provision itself.

14.3 The Client shall not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the Licensor.

15. Governing law and jurisdiction

15.1 This Agreement and the relevant obligations shall be governed and interpreted in accordance with the Italian law.

15.2 Any dispute which may arise from or in connection to this Agreement shall be brought before the Courts of Torino (Italy) which shall have exclusive jurisdiction.

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