1. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set out below:

• Licensor means Meschiutti Morgan, the owner and distributor of the Software.
• Customer means any natural person or legal entity purchasing or using a Licence.
• Web Agency means a professional Customer purchasing and managing Licences on behalf of its own clients.
• Software means WPdealer and all officially distributed add-ons, extensions and related components.
• Licence means the annual right to use the Software under the terms of this Agreement.
• Production Domain means the live website on which the Licence is activated.
• Staging Domain means a development or testing environment associated with the same project.
• Support means the technical assistance service provided through the official ticketing system.
• Update means any new release, version, patch or software improvement officially distributed by the Licensor.
• Licensing Server means the WPdealer licensing infrastructure used to validate Licences, provide software updates and enable licensed features.

2. Licence Grant

The Licence is granted on a non-exclusive, non-transferable and annual basis.

Unless otherwise expressly agreed in writing, each Licence authorises the installation and use of the Software on one (1) Production Domain.

The Customer may also install and use the Software on one or more Staging Domains, provided that such environments relate exclusively to the same project and are not used for production purposes.

No ownership or intellectual property rights in the Software are transferred to the Customer under this Agreement.

Requests submitted by telephone, chat, social media, direct messaging or through other channels do not constitute official support requests unless otherwise agreed in writing.

3. Licence Term

The Licence remains valid for the period specified at the time of purchase.

Upon expiration of the Licence, the public-facing website will continue to operate.

However, access to software updates, technical support and administrative features requiring a valid Licence will automatically cease until the Licence is renewed.

The expiration of the Licence does not terminate the Customer’s right to continue using the installed version of the Software, subject to the terms of this Agreement

4. Software Updates and Technical Support

Software updates are available exclusively to Customers holding a valid and active Licence.

The terms, scope and conditions governing the provision of technical support are set out in the WPdealer Support Policy, which forms an integral part of the WPdealer Legal Package.

5. Backup and Compatibility

The Customer’s obligations regarding backups, software updates and compatibility checks are governed by the WPdealer Backup & Compatibility Policy, which forms an integral part of the WPdealer Legal Package.

6. Licence Verification

The Software may communicate with the Licensor’s licensing servers solely for the following purposes:

• validating the Licence;
• enabling software updates;
• activating features reserved for Customers holding a valid Licence;
• managing licence-related administrative functions.

No personal data unrelated to licence management is intentionally collected through this verification process.

If no valid Licence is detected, the public-facing website will continue to operate. However, administrative features requiring an active Licence may become unavailable.

7. Permitted Use

The Licence authorises the installation and use of the Software on one (1) Production Domain.

The Customer may also install and use the Software within one or more development or staging environments associated exclusively with the same project.

The transfer of a Licence between a Staging Domain and its corresponding Production Domain is permitted using the procedures made available by the Licensor.

The Licence may not be shared across unrelated projects or used simultaneously on multiple Production Domains unless expressly authorised.

8. Resale through Web Agencies

Professional Web Agencies may purchase and resell WPdealer Licences to their own customers.

Such resale does not transfer any ownership or intellectual property rights in the Software.

Unless otherwise agreed in writing, the Web Agency remains responsible for:

• installing the Software;
• configuring the Customer’s website;
• performing routine maintenance;
• managing website backups;
• carrying out compatibility checks.

The Licensor shall not be responsible for services independently provided by the Web Agency to its own customers.

9. Software Modifications

The Customer may modify the Software exclusively for internal business purposes and in accordance with this Agreement.

Any modification made directly by the Customer or by third parties shall:

• exclude the Licensor’s obligation to provide technical support for the modified components;
• limit the Licensor’s liability for any malfunction resulting directly or indirectly from such modifications.

The Licensor shall remain responsible only for the officially distributed and unmodified version of the Software.

10. Compatibility

WPdealer is developed to operate with the versions of WordPress, WooCommerce and PHP identified in the official documentation.

The Licensor does not guarantee compatibility with:

• every WordPress theme;
• third-party plugins;
• hosting environments;
• server configurations;
• custom code;
• other third-party software components.

Before installing or updating the Software, the Customer is responsible for verifying that the target environment meets the supported technical requirements.

11. Third-Party Services and APIs

Certain Software features may rely on external services, including, without limitation, AutoScout24, Subito.it, and other third-party providers supplying APIs, XML feeds or JSON services.

The Licensor has no control over such external services.

Accordingly, the Licensor shall not be liable for interruptions, modifications, limitations or discontinuation of any third-party service.

Where reasonably possible, the Licensor will endeavour to release compatibility updates within a reasonable timeframe, without guaranteeing any specific delivery period.

12. WordPress Ecosystem

The Customer acknowledges that the Software operates within a broader technological ecosystem including, without limitation:

• WordPress;
• WooCommerce;
• third-party plugins;
• WordPress themes;
• hosting services;
• DNS providers;
• SSL certificates;
• Content Delivery Networks (CDNs);
• external APIs;
• other software components developed by third parties.

The proper functioning of the Software may therefore depend upon elements outside the Licensor’s control.

The Licensor shall not be liable for failures, incompatibilities or service interruptions caused by such third-party components.

13. Customer Obligations

The Customer agrees to:

• use the Software in accordance with this Agreement;
• maintain supported versions of WordPress, PHP and WooCommerce;
• create a complete backup of the website files and database before installing any Software update;
• verify the compatibility of the target environment before installing new versions of the Software;
• refrain from using the Software for any unlawful purpose;
• comply with the provisions of the WPdealer Support Policy and the WPdealer Backup & Compatibility Policy, both of which form an integral part of the WPdealer Legal Package.

14. Web Agency Responsibilities

A Web Agency installing or managing the Software on behalf of its customers shall remain responsible for:

• Software installation;
• website configuration;
• routine maintenance;
• website backups;
• compatibility verification;

unless otherwise expressly agreed in writing with the Licensor.

15. Disclaimer of Warranties

Except where otherwise required by applicable mandatory law, the Software is provided “as is” and “as available.”

The Licensor makes no representation or warranty that the Software:”

• will be error-free;
• will satisfy the Customer’s specific requirements;
• will operate uninterrupted;
• will be compatible with every hardware or software configuration.

The Customer acknowledges that software may contain defects or limitations that cannot reasonably be eliminated.

16. Exclusion of Indirect Damages

To the fullest extent permitted by applicable law, the Licensor shall not be liable for any indirect, incidental, consequential or special damages arising out of or relating to the use of, or inability to use, the Software.

This limitation includes, without limitation:

• loss of profits;
• loss of business opportunities;
• loss of revenue;
• loss of data;
• business interruption;
• reputational damage;
• any other indirect or consequential loss.

17. Data Loss

The Customer acknowledges that maintaining complete and up-to-date backups is solely the Customer’s responsibility.

Accordingly, the Licensor shall not be liable for any loss of data resulting from:

• software updates;
• compatibility issues;
• configuration errors;
• third-party modifications;
• failure to perform appropriate backups.

18. Third-Party Components

The Licensor shall not be responsible for malfunctions, incompatibilities or service interruptions arising from third-party components, including, without limitation:

• WordPress themes;
• plugins;
• hosting services;
• Content Delivery Networks (CDNs);
• DNS services;
• SSL certificates;
• external APIs;
• modifications to the WordPress core;
• any other software or services developed or maintained by third parties.

19. Licence Renewal

The Licence is granted on an annual basis and may be renewed in accordance with the commercial terms in force at the time of renewal.

Renewal restores access to:

• software updates;
• technical support;
• administrative features reserved for active Licences.

Unless otherwise provided under Article 25 of this Agreement, renewal of a Licence shall not automatically modify the contractual terms previously accepted by the Customer.

20. Suspension and Revocation

The Licensor may suspend or revoke a Licence in the event of fraudulent use, material breach of this Agreement, unauthorised use of the same Licence on multiple Production Domains, or any other serious contractual violation.

Where reasonably possible, the Customer shall be notified in advance and given the opportunity to remedy the breach before the Licence is suspended or revoked.

22. Unauthorised Use and Licence Circumvention

The Customer shall not circumvent, disable, manipulate or otherwise interfere with any licensing, activation, verification or protection mechanism implemented by the Software or by the WPdealer licensing infrastructure.

Without limitation, the following activities constitute unauthorised use of the Software:

• using forged, altered or unauthorised licence keys;
• sharing or reselling licence keys without the Licensor’s written authorisation;
• using a Licence beyond the number of authorised Production Domains;
• attempting to bypass licence verification or activation procedures;
• modifying the Software for the purpose of avoiding licence restrictions;
• fraudulently obtaining software updates, technical support, licence activations or online services reserved for Customers holding a valid Licence.

Where the Licensor reasonably believes that unauthorised use has occurred, the Licensor may immediately suspend or revoke the affected Licence, disable access to software updates, technical support and online services, and require the Customer to regularise the licensing position by purchasing the appropriate Licence or Licences.

The Licensor reserves the right to seek compensation for any damages, costs or losses arising from unauthorised use of the Software, without prejudice to any other remedies available under applicable law.

For the sole purpose of verifying licence compliance and investigating suspected misuse, the Licensor may retain technical information relating to licence activations and verification requests, including domain name, IP address, timestamps, software version and other technical data reasonably necessary for such purposes, in accordance with the applicable Privacy Policy and data protection legislation.

Repeated or intentional unauthorised use may result in the permanent exclusion of the Customer from the WPdealer licensing platform and associated services.

23. Termination of Support

Technical support automatically terminates upon expiration of the Licence.

The Customer may continue using the installed version of the Software in accordance with this Agreement but shall no longer be entitled to software updates, technical support or administrative features reserved for active Licences until the Licence has been renewed.

24. Intellectual Property

This Agreement grants the Customer a limited right to use the Software only.

All intellectual property rights relating to the Software, including the WPdealer trademark, source code, documentation, graphics, logos and any other protected material, remain the exclusive property of the Licensor or their respective rights holders.

No ownership rights are transferred under this Agreement.

25. Confidentiality

Both Parties agree to treat as confidential any technical information, access credentials and other confidential information exchanged during their contractual relationship.

Such information shall not be disclosed to third parties except where required by law or where disclosure is necessary for the proper performance of this Agreement.

26. Administration of the WPdealer Legal Package

26.1 Composition

The contractual relationship between the Licensor and the Customer is governed by the WPdealer Legal Package, consisting of the following contractual documents:

• End User License Agreement (EULA);
• Terms and Conditions of Sale;
• WPdealer Support Policy;
• WPdealer Backup & Compatibility Policy.

Each document forms an integral part of the contractual relationship and is identified by its own version number and publication date.

26.2 Updates

The Licensor may update one or more documents forming part of the WPdealer Legal Package in response to legal requirements, Software evolution, new features, changes to the services offered, organisational needs or other technical or commercial reasons.

Updating one document shall not necessarily imply changes to the remaining documents forming part of the WPdealer Legal Package.

26.3 Versioning

Each contractual document is identified by its own version number.

The Licensor may also assign a version number to the WPdealer Legal Package as a whole for documentation and traceability purposes.

26.4 New Acceptance

Where an update introduces material changes affecting the Customer’s rights, obligations or contractual conditions, the Licensor may require acceptance of the updated document(s) before allowing new purchases, Licence renewals or other operations requiring acceptance of the updated contractual documentation.

Previously accepted versions shall remain associated with the orders to which they relate.

26.5 Acceptance Records

For each order, the system may record, where applicable:

• the version of each accepted contractual document;
• the version of the applicable WPdealer Legal Package;
• the date and time of acceptance;
• the Customer’s IP address;
• the browser User-Agent;
• any additional technical information reasonably required to document the acceptance.

Such records constitute documentary evidence of the Customer’s acceptance and shall be retained in accordance with the Licensor’s internal record-retention procedures.

26.6 Retention of Previous Versions

Previous versions of contractual documents shall not be deleted but shall be retained for contractual traceability, reconstruction of the contractual relationship and protection of the rights of both Parties.

27. Licence Compliance Verification

In order to protect the integrity of the WPdealer licensing system and ensure compliance with this Agreement, the Licensor may perform reasonable technical verification of Licence usage through the official licensing infrastructure.

Such verification may include, where reasonably necessary:

• verification of the activated domain name;
• validation of the Licence status;
• verification of the Software version;
• verification of activation history and licence usage;
• analysis of technical information reasonably necessary to identify suspected misuse or fraudulent activation attempts.

Where the Licensor reasonably believes that a Licence is being used in breach of this Agreement, the Customer may be requested to provide reasonable information necessary to verify compliance and, where applicable, to regularise the licensing position.

The Licensor shall carry out such verification in good faith, using only information reasonably necessary for licence administration, fraud prevention and contractual compliance, and in accordance with the applicable Privacy Policy and relevant data protection legislation.