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Jelliphy Professional license agreement

BY DOWNLOADING, INSTALLING OR USING THE "JELLIPHY PROFESSIONAL" SOFTWARE THAT YOU HAVE SELECTED TO PURCHASE IN THE ORDERING PROCESS (THE "SOFTWARE"), YOU ARE AGREEING ON BEHALF OF THE ENTITY LICENSING THE SOFTWARE ("COMPANY") THAT COMPANY WILL BE BOUND BY AND IS BECOMING A PARTY TO THIS END USER LICENSE AGREEMENT ("AGREEMENT") AND THAT YOU HAVE THE AUTHORITY TO BIND COMPANY. IF COMPANY DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT SELECT THE ACCEPTANCE BOX AND DO NOT INSTALL NOR USE THE SOFTWARE. COMPANY HAS NOT BECOME A LICENSEE OF, AND IS NOT AUTHORIZED TO USE THE SOFTWARE UNLESS AND UNTIL IT HAS AGREED TO BE BOUND BY THESE LICENSE TERMS.

1.0 Prerequisites

The Software must be installed in a working PHP web site ("PHP Site"). Dispage provides the "Check for Updates" Service to the Company if an active connection is availabe from the PHP Site to the dispage server. The above-mentioned "Check for Updates" Service is subject to the limitations indicated in Section 5.3.

1.1 Subject of the License

Jelliphy Professional is a Software for web design. Jelliphy has been designed and developed by

Dispage HK Limited - Patrizio Gelosi
3/F Unit A EIB Centre
40-44 Bonham Strand
Sheung Wan - HONG KONG

(Hereby referred to as "Dispage").

Copyright (c) 2012-2015 Dispage.

"Dispage Intellectual Property" shall mean any of Dispage's patents and applications therefore, copyrights, trademarks, service marks, trade names, domain name rights, and other trade secret rights, and all other intellectual property rights. The Software is identified by the following resources ("Resources"): a) All the files that are copied into the root directory of the PHP site ("Root Directory") or its sub-directories during the process of installation ("Installation Process") of the Software. b) All the parts of code that are added to existing files of the PHP site during the Installation Process.

1.2 Exceptions.

All the terms expressed in this agreement applies to all the Resources except the files containing an explicit copyright reference different from Dispage.

2.0 License Grants, Restrictions and Ownership

2.1 Grant to Company.

Subject to Company's payment of the License Fee (defined below), Dispage grants Company non-exclusive, non-transferable, nonsublicensable right to use the Software in ONE (1) PHP Site.

2.2 Restrictions.

Company shall not, directly or indirectly: (i) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to: (a) the Software, (b) any modified version or derivative work of the Software created by the Company or for the Company, or (c) any software, either modified or not for any purpose including timesharing or service bureau purposes; (ii) remove or alter any copyright, trademark or proprietary notice in the Software; (iii) transfer, use or export the Software in violation of any laws or regulations of any government or governmental agency; (iv) modify any version of the Software's source code ("Original Code") to develop a separately maintained source code program (the "Forked Software") so that such modifications are not automatically integrated with the Original Code or so that the Forked Software has features not present in the Original Code.

2.3 Proprietary Rights.

Dispage and its licensors shall own all right, title, and interest to the Software (except for EditArea Files), Dispage Intellectual Property and all technology, information, code or software provided to Company, including all portions, copies or modifications thereof. Except as expressly provided herein, no license of any kind are granted hereunder, whether by implication, estoppel, or otherwise.

3.0 Fees and Payment

Company shall pay to Dispage an amount specified on Website. Company shall pay the applicable License Fee on the effective date of purchase. All fees paid to Dispage are non-refundable. Company agrees to provide Dispage with complete and accurate billing and contact information. Dispage may terminate this Agreement and/or Company's access to the services provided by Dispage ("Dispage Services"), including the "Check for Updates" and the Website, if the billing or contact information is false, fraudulent or invalid. Company will also pay all taxes, including sales, use, personal property, value-added, excise, customs fees, import duties, stamp duties and any other similar taxes and duties, including penalties and interest, imposed by any Italian, Italian regional, provincial or local government entity or any non- Italian government entity on the transactions contemplated by this Agreement, excluding taxes based upon Dispage's net income.

4.0 Confidentiality

Company and Dispage agree to maintain the confidentiality of any proprietary information received by the other party during, or prior to entering into, this Agreement that a party should know is confidential or proprietary based on the circumstances surrounding the disclosure, including, without limitation, non-public technical and business information ("Confidential Information") for a period of two (2) years after the termination of this Agreement. This section shall not apply to any publicly available or independently developed information or the open source version of the Software licensed under the Basic License. The receiving party of any Confidential Information of the other party agrees not to use said Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and avoid disclosure and unauthorized use of the disclosing party's Confidential Information to the same degree that it takes to protect its own confidential information and in no event less than reasonable care.

5.0 Infringement and Disclaimer of Warranty

5.1 Infringement.

During any term of this Agreement, if any portion of the Software (except for third party software) is held by a court of competent jurisdiction to infringe any third party intellectual property rights and Company incurs a liability or expense as a result of such holding, then Company's sole remedy shall be, and Dispage will, at Dispage option: (i) obtain the right for Company to continue to use the Software consistent with this Agreement; (ii) modify the Software so that it is non-infringing; or (iii) replace the infringing component with a non-infringing component, or (iv) refund all of Company's money paid under this Agreement during the prior twelve (12) months and all of Company's rights and licenses under this Agreement shall automatically terminate.

5.2 No Warranty and no Additional Services implied.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SOFTWARE AS PROVIDED BY DISPAGE AND ITS LICENSORS IS PROVIDED AND LICENSED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. DISPAGE DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS THAT COMPANY MAY OBTAIN BY USING THE SOFTWARE EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERMS TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO COMPANY IN ITS JURISDICTION. COMPANY AGREES THAT THERE ARE TO BE NO PROGRAMMING OR ANY OTHER SERVICES TO BE PROVIDED UNDER THIS AGREEMENT BY DISPAGE IN RELATION TO THE SOFTWARE BEING LICENSED, INCLUDING, WITHOUT LIMITATION, ANY SERVICES IN RELATION TO ANY ERRORS, MALFUNCTIONS OR DEFECTS WHICH MAY ARISE DURING THE TERM OF THIS AGREEMENT, EXCEPT WHERE THESE SERVICES ARE RENDERED THROUGH ANY FURTHER AGREEMENT BETWEEN THE PARTIES AND, IN THAT CASE, AT A PRICE TO BE AGREED UPON AT THE TIME THE FURTHER AGREEMENT MAY BE ENTERED INTO.

5.3 No Warranty on the Dispage Services.

Dispage Services, INCLUDING "Check for Updates" AND Website, ARE SUBJECT TO THE LIMITATIONS NON-EXHAUSTIVELY SUMMARIZED IN THIS SECTION AND REPORTED IN DETAIL IN THE DOCUMENT "Terms & Conditions of use of website". NO WARRANTY IS GIVEN, EXPRESSLY OR IMPLIEDLY, THAT THE ABOVE-MENTIONED SERVICES WILL BE ERROR-FREE, UNINTERRUPTED OR WILL MEET ANY PARTICULAR CRITERIA OF ACCURACY, COMPLETENESS OR RELIABILITY OF INFORMATION, PERFORMANCE OR QUALITY OR THAT THEY WILL CONTINUE TO BE MADE AVAILABLE IN THEIR CURRENT OR ANY OTHER FORM. DISPAGE AND ITS LICENSORS ARE NOT RESPONSIBLE FOR TRANSMISSION ERRORS IN, CORRUPTION OF, OR THE SECURITY OF COMPANY'S INFORMATION CARRIED OVER INTER EXCHANGE CARRIERS', LOCAL EXCHANGE CARRIERS', OR OTHER PROVIDERS' FACILITIES. COMPANY AGREES THAT IT WILL NOT IN ANY WAY HOLD DISPAGE RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, THIRD PARTIES IN CONNECTION WITH THE SERVICE.

6.0 Limitation of Liability

6.1 Force Majeure.

EXCEPT FOR THE PAYMENT OF FEES, NEITHER PARTY SHALL BE IN BREACH OF THIS AGREEMENT DUE TO FAILURE OF PERFORMANCE THAT ARISES OUT OF CAUSES BEYOND ITS REASONABLE CONTROL.

6.2 Disclaimer of Consequential Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DISPAGE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

6.3 Limitation of All Damages.

IN NO EVENT SHALL DISPAGE'S OR ITS LICENSOR'S LIABILITY HEREUNDER FOR CLAIMS IN THE AGGREGATE, EXCEED THE AMOUNT THAT COMPANY PAID TO DISPAGE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION GIVING RISE TO THE LIABILITY.

6.4 Failure of Essential Purpose.

The limitations set forth in this Section shall apply notwithstanding any failure of essential purpose of this Agreement or any limited remedy hereunder.

7.0 General

Except as expressly provided herein, Company may not assign its rights or delegate its obligations under this Agreement, without the prior written consent of Dispage. This Agreement will be governed by and construed in accordance with the laws of Italian laws applicable therein, excluding its conflicts of law provisions, and Company and Dispage agree to submit to the personal and exclusive jurisdiction of the courts located in Macerata (MC) - ITALY. The parties agree the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. If any provision of this Agreement is found void and unenforceable, it will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision. This Agreement, and the documents referenced in this Agreement, constitutes the entire agreement between Company and Dispage relating to its subject matter and all terms herein and supersedes all prior or contemporaneous agreements or understandings. This Agreement may be modified or changed only in writing by authorized representatives of Company and Dispage. Notices hereunder shall be in writing and addressed to Company at the address provided when purchasing this License, or, in the case of Dispage, when addressed to "Dispage di Patrizio Gelosi", Via A. De Gasperi, 91 - 62018 P.Potenza Picena (MC) - ITALY. No other terms and conditions shall apply, including any terms or conditions contained in any purchase order, request for quote (RFQ), bid proposal, response hereto, or other operational form of Company or Company's agent which are in addition to or different than the terms and conditions of this Agreement contained herein. Any of Company's terms and conditions which are different from or in addition to those contained herein are hereby objected to and shall be of no effect unless specifically agreed to in writing by an authorized representative of Dispage. Delivery of the Software or other performance by Dispage with respect to the Software shall not constitute Dispage's acceptance of any additional or different terms and conditions.


Last updated on 27-06-2012