1. Introduction
   1. IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT.
   2. BY DOWNLOADING, INSTALLING, COPYING, SAVING ON YOUR COMPUTER OR, OTHERWISE, USING THIS SOFTWARE, YOU (THE LICENSEE, AS DEFINED BELOW) BECOME PART OF THIS CONTRACT AND AGREE TO BE BOUND BY ALL ITS TERMS AND CONDITIONS.
   3. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS CONTRACT, DO NOT DONWLOAD, INSTALL AND USE THIS SOFTWARE.
2. Parties
   1. The term “Licensor” refers to ICONSULTING SPA, producer and owner of Indyco software (“Software”), with its headquarters at Via Bazzanese 32/7, 40033 Reno (BO), Italy, Registered at the Court of Bologna Reg. Company, CF and VAT no. 02175721204, share capital (fully paid) €500,000.00.
   2. The term “Licensee” refers to the entity specified in the License Certificate.
3. Definitions
   1. The term “Software” refers to the software known as Indyco, including its documentation, updates provided in accordance with paragraph 8 of this Agreement, and any and all third-party software programs that are owned and licensed under this Agreement by parties other than Licensor and that are integrated into or are part of the Software (collectively, “Third Party Software”).
   2. The term “License Certificate” refers to the document (order/contract) of a license granted by the Licensor to the Licensee, which can be drawn up in electronic or printed format.
   3. The term “Standard License” refers to a license that includes all features available for the tool.
   4. The term “Trial License” refers to a license which, while including all the features available for the tool is provided for the purposes described in the section defined as “assessment period”.
   5. The term “Educational License” refers to a license that includes only some of the features available for the tool for a period of one year (possibly renewable).
   6. The term “Evaluation Period” refers to the period from the the date of original installation, on which the use of the Software is granted to the Licensee without any charge for the sole purpose of determining whether the software meets their requirements and if the Licensee wishes to continue using the Software.
   7. The term “Authorized User” refers to persons, employees and/or third parties authorized by the Licensee to use the Software.
   8. The term “Educational User” refers to people who have the right to obtain an “Educational License” because they fall into the following categories: (i) full or part-time students enrolled in a university or other degree courses post-high school; (ii) teachers, school staff or lecturers, who purchase the qualifying products for personal, educational and/or research use. In order to obtain the benefit granted to Educational Users they must present to the Licensor a certificate or other official documentation from the school proving their membership to one of the institutions referred to in points (i) and/or (ii).
   9. The term “License Key” refers to a unique key code that allows a single user to use the Software once authorized. Only the Licensor and/or its representatives are permitted to produce License Keys for the software.
   10. The term “License Server” refers to a server application designed to store license keys and to allow access to the software to clients within the local network of the Licensee (“Licensee’s LAN”). The License Server can possibly be provided by the Licensor to the Licensee.
   11. The term “Computer Server” refers to a central device of the computer that is part of the LAN of the licensee and that is dedicated to the licensee to run the License Server.
   12. The term “Updates” refers to functional architectural and documentative improvements, the compatibility with previous releases and new versions of the Microsoft Windows operating system and Microsoft Office. “Updates” do not include future products that the Licensor will license separately.
   13. The term “Error” refers to any reproducible failure of the Software reported by the Licensee (as specified in the Offer/contract document), which hinders the operation of the Software.
   14. The term “Agreement” refers to the present document of general license terms and conditions.
   15. The term “Contract” (or “order”) refers to a set of documents entered into between the Licensor and the Licensee concerning the licensing of the Software.
4. Purpose of the Contract
   1. This Agreement is a contract between Licensor and Licensee as specified above.
   2. Use of the Software by the Licensee constitutes agreement to all the terms of this license agreement.
   3. The Licensor agrees:
      1. to provide a licensed platform (the “Software”);
      2. the provision of maintenance services referred to in art. 8.
5. Conditions and ownership of the user license
   1. The Software is licensed to the Licensee by the Licensor for their use only and may not be sold.
   2. The Licensee acknowledges that the Software and related documentation, if any, and any information relating to it, including Software updates, are owned by Licensor and its suppliers. Therefore, title and copyrights to the Software, in whole and in part and all copies and modifications, enhancements, derivatives and other alterations of the Software, regardless of who made them, are, and shall remain, the sole and exclusive property of Licensor and its suppliers.
   3. The Software is protected by copyright laws. In addition, the structure, organization, and code embodied in the Software are confidential trade secrets of the Licensor and its suppliers and are protected by intellectual property laws and treaties. The Licensee agrees to comply with all copyright and other applicable laws.
   4. The Licensor hereby grants to Licensee, who accepts, the non-transferable and non-exclusive right to install and use the Software on the terms and conditions of this Agreement.
   5. The Software may only be used by Licensee for their own internal needs.
   6. The Licensee has the right to install and provide the Software for use by a maximum number of users equal to that provided by the type of license purchased.
   7. The Licensee of the Educational license is authorized to use the Software only for personal, study or research use. It is not permitted, even indirectly, to use the Software comercially.
6. Duration of the license
   1. The Licensee is granted the use of the Software for evaluation purposes for an Evaluation Period of thirty (30) days from the date of original installation, unless otherwise specified. Upon expiration of the Evaluation Period the Licensee is required to obtain a Certificate of License or discontinue use of the Software. The software contains a feature that automatically prevents its use at the end of the Evaluation Period. Any attempt to disable, block or remove this feature from the Licensee is a violation of this License Agreement and will result in the loss of the right to use the Software.
   2. The Software is licensed for one year (or any other duration stated in the document order/contract).
   3. Unless otherwise provided in the order/contract document, if a Party does not send a notice to the other by registered mail within 30 days by the deadline, the contract will be automatically renewed for a period of one year (extendable further in the same way).
   4. THE LICENSEE AGREES THAT AT THE TERMINATION OF THIS CONTRACT FOR WHATEVER REASON, THE LICENSOR SHALL TAKE ALL NECESSARY MEASURES TO ENSURE THAT THE SOFTWARE NO LONGER FUNCTIONS.
7. Restrictions on copying and use of the Software
   1. Transfer: The Licensee may not carry out any dispositive activities on the Software and the contract. In particular, any rights or obligations arising from the Agreement may not be sold or otherwise assigned or delegated, even partially. There will be no further right to sublicense to third parties or in such a way as to allow the use and/or copy of all or part by the same third party (third parties, including subsidiaries, associates or affiliates) whether paid for or free of charge. Any transfer, assignment or delegation in violation of the foregoing shall be void and not enforceable against the Licensor.
   2. Duplication: The Licensee is not authorized to make copies of the Software and/or its documentation for any other than those as provided for in this article. Any written documentation may be copied by the Licensee in its entirety for internal use only.
   3. Secure copies: The Licensee shall be entitled to carry out copies for the sole purpose of data protection (backup) as part of a proper management system and other purposes permitted that are compulsory by law. The Licensee may copy the Software only as reasonably necessary in order to perform backup, archiving, or data recovery, provided that the Software is not installed or used on any computer. In particular, the Licensee is granted the right to:
      1. make backup copies necessary for the use of the Software (except in the event that the Licensor provides such copies to the Licensee);
      2. analyze (observations, studies) or test the Software or any of its elements, to determine the ideas and principles on which they are based, if the licensee performs these analyses during such usage,the right to which they have been granted;
      3. decompile the Software for the sole purpose of achieving interoperability and respect for others accordance with the applicable legislation
   4. Modification: The Licensee may not, nor allow any third party to:
      1. decompile, or disassemble the Software nor reverse engineer, except as expressly permitted by law, without the prior written consent of Licensor;
      2. remove any form of identification of the Software or acknowledgment of ownership;
      3. modify, adapt, translate, or create ulterior derivatives from the Software;
      4. otherwise use or copy the Software other than as expressly set forth in this Agreement.
   5. Diffusion and communication: The Licensee may not – without prior written approval of the Licensor – allow a third party (with particular reference to the company competitors of the Licensor) to use the Software or demonstrate its operation to others.
8. Standard Maintenance Services
   1. In accordance with the provisions of the Contract, the Licensor will provide, during the period of validity of the license, and only to the modules purchased, the following standard maintenance services included in the payment for the license indicated in the offer.
   2. The Licensee recognises that they are aware that to take advantage of some of the standard maintenance services (one example would be software updates) requires internet connection. The Licensor is free from any obligation or liability arising from the absence of such a requirement
      1. Software Updates (release). The Licensor will provide the Licensee under the Agreement, with all of the new features of the software, both minor and major, prepared by the Licensor in order to update the previous version (“Updates”).
      2. Correction of Errors and Malfunctions (patches and bug fixes). The Licensor will make reasonable efforts in commercial terms to correct errors reported by the Licensee. To this end, patches and bug fixes will be distributed to Licensee in the time interval between the issue of the current release and the subsequent one.
      3. Improvement Requests (enhancement). The Licensee shall report requests for improvements to the development team. The Licensor shall not be bound in any way to the enhancements suggested by the Licensee. The enhancements that will be included in the roadmap will be assigned to a specific release of software and communicated to the Licensee.
      4. Withdrawal of Previous Versions: the Licensor guarantees Maintenance Services and support as provided in the preceding paragraphs exclusively in relation to the last major release issue, it does not guarantee the maintenance services in connection with versions of the software have been withdrawn or updated.
      5. Exclusions. Licensor shall not be obligated to provide Maintenance Services for:
         1. Software modified without the written consent of the Licensor;
         2. Use of the Software other than as authorized by the contract under which it was licensed for use by any documentation.
   3. Major releases are not covered by the standard maintenance service and the Licensor reserves the right to quote separately and offer it to the Licensee under a separate financial charge.
9. Assistance and Training
   1. Any requests for maintenance services not included in the previous article, installation of software, support and training to internal staff of the Licensee, are not included in the scope of the contract. They may, however, be subject to a separate agreement between the parties.
10. Warranty
    1. The Licensor does not warrant the use and performance of the Software except for the guarantees and conditions mandatory under current law. The Licensor, for itself and its suppliers, grants the Licensee no warranty, whether express, implied, inherent or normally practiced in the market for a particular purpose, or alleging that the operation of the software is continuously or in the absence of errors.
    2. The Licensor, for itself and on behalf of its suppliers does not grant or recognize any warranty to the Licensee, expressed or implied, as to the quality or fitness of the services covered by the contract for any purpose.
    3. The Licensor acknowledges and states that they possess all licenses and permissions, necessary for the execution of the Contract.
    4. The Licensor warrants that the procedures and technical information used for the purposes of the Contract shall not affect in any way the rights of third parties, personal and confidential information of the latter, nor place themselves in conflict with the terms and conditions of other contracts to which the Licensor is party.
    5. The Licensor guarantees the Licensee against any claims by third parties relating, even in part, to the Software. In the case of claims by third parties on alleged copyright or property relating to the Software, the Licensor will pay all the expenses and costs arising. The Licensee shall promptly inform the Licensor of the allegations made.
11. Liability
    1. The Licensor will not be liable for any settings and/or changes made to the Software by the Licensee or the Licensor on the Licensee’s specific instructions.
    2. Except in cases of willful misconduct or gross negligence, the damages due by the Licensor and its suppliers shall not in any event exceed, as a whole, twice the amount paid by the Licensee for the Software license.
12. Termination of contract
    1. Each Party shall, in accordance with art. 1456, shall be entitled to terminate the Contract with immediate effect in the event that of experiencing any of the following events:
       1. breach by the Licensee of any of the obligations referred to in Article 5 (Conditions and ownership of the user license), Article 6 (duration of the license) and/or Article 7 (Restrictions on copying and Software use);
       2. breach by the Licensor of the obligations contained in articles. 8 (Standard Maintenance Services), 10 (Warranty) and 18 (Confidentiality)
       3. non-payment by the Licensee of the amounts due under the Contract, despite the Licensor having sent a notice to comply with a thirty days notice.
    2. In the event of termination of the contract for breach by the Licensee, they shall not be relieved from the payment of all the provisions of the contract and, in any event, the Licensor shall not be liable for the reimbursement of the sum already received.
    3. Each Party shall also be entitled to withdraw from the Contract with immediate effect in the event of the termination, for any reason, of the business activity of the other Party, be it put in liquidation or subject to any insolvency proceedings or arrangement with general creditors.
    4. In any case of termination of the Contract, regardless of the reason, any right of the Licensee to use the Software shall terminate immediately and the Licensee will return promptly to the Licensor all copies of the Software and any related documentation in their possession or, at the request of the Licensor, will destroy them by giving written confirmation of such destruction to the Licensor.
    5. The parties’ right to terminate this Agreement and to withdraw from it does not deprive the parties themselves of other means of defending their rights that they have, in accordance with the law and the Contract.
    6. The Licensor may, in addition, in the event of Educational License, immediately terminate this Agreement and withdraw from it if the Licensee has used the Software for commercial purposes and/or in any case, have used it for economic benefit.
13. Nullity, Invalidity
    1. The invalidity or unenforceability of any one or more articles of the Contract shall not entail the invalidity or unenforceability of the remaining provisions or the entire Contract, which will remain valid and enforceable to the fullest extent possible.
    2. Any waiver of a party to enforce its rights resulting to the failure of the other party shall not constitute a waiver of such rights or other obligations of the same type.
14. Fees and Payment
    1. All payments under this Contract shall be paid as provided in the offer document. In case of late payment interest shall default to the extent provided by DL October 9, 2002, no. 231.
    2. All amounts are stated and payments will be made in Euros (€) unless otherwise specified in the offer document and should correspond to legal tax requirements, which shall be paid by the Licensee.
    3. The payment of all invoices issued by the Licensor shall be made by the Licensee by bank transfer to the account specified in the invoice. The value for the Licensor shall coincide with the expiration date of the payment.
    4. The payment of VAT and all other taxes and fees payable by law in connection with this Contract, including, without limitation, the rights to be levied on imports and exports and customs duties applicable (excluding taxes commensurate with the net income of the Licensor) will be the sole responsibility of the Licensee. The Licensee shall make payments under this Contract without any reduction for withholding taxes, which are the sole responsibility of the Licensee, who will be required to provide to the Licensor, if required, appropriate proof of payment of all dues and taxes.
15. Marketing
    1. The Licensee agrees to be identified as a customer of the Licensor authorizing the Licensor to refer to Licensee by name, trade name and trademark. In particular, the Licensor grants to the Licensee a license to use the name of the licensee and any of its trade names and trademarks solely pursuant to this marketing section.
16. General Provisions
    1. The provisions of this Contract binds the parties, their successors and assigners, and no other third party shall acquire any rights under the Contract, except as expressly provided.
    2. With the exception of the causes for non-payment of the amounts due under the Contract or for the violation of the rights of the Licensor intellectual property of the Software or any documentation, no claim, originating from this Agreement and/or bonds arising from it, may be brought by the parties following the passing of one year after which one of the parties becomes aware or could have become aware of such.
    3. The Contract, including the annexes and the documents that form an integral reference part, constitutes the entire agreement between the parties and supersedes and cancels all previous written or oral agreement relating to its subject matter. The Parties recognize that entering into this Agreement without being induced by any representations or warranties other than those expressly contained in this Agreement. Any modification of the Contract will be valid and binding only if made in writing and agreed by the parties.
17. Information under Legislative Decree no. 196/2003 (“Code regarding the protection of personal data”)
    1. In accordance with Legislative Decree no. No. 196/2003 (“Privacy Code”), personal data of the Licensee (“Subject”) is processed within the normal activity of the Licensor, as the “owner” of the processing, for the following purposes:
       1. performance of obligations under the Contract and/or required by law, regulations or legislation;
       2. promotion and sale of products/services of the Licensor and/or market research aimed at determining the level of satisfaction concerning the quality of services and activities carried out by the Licensor, directly or through specialized companies.
       3. Performing maintenance and monitoring of services, including for the purposes of section 8 of this contract. This data will be collected automatically and processed for statistical purposes.
    2. With reference to the purposes specified in paragraph 17.1.2, the subject has the right to refuse to give the Licensor, at any time, their consent to processing and/or communication to the subjects referred to in paragraph 17.4.
    3. In relation to the purposes described in paragraph 17.1 the processing of personal data is performed through manual, computer and electronic means for reasons strictly related to the above and, in any case, to ensure the security and confidentiality of the data (particularly in the case of the use of distance communication techniques).
    4. To achieve the purposes described in paragraph 17.1.1 the Licensor may need to communicate, both in Italy and abroad, personal data of the Licensee to third parties, in the following categories: i) other companies within the group to which the licensor belongs or otherwise parent, subsidiary or affiliated companies; ii) entities that provide services for the maintenance of the Software; iii) persons engaged in the storage of documents and data entry; iv) persons who are engaged in assistance to the Licensee (ex .: call centers, help desks, etc.); v) firms or companies providing assistance and advice; vi) persons who carry out market research to detect the degree of satisfaction of the Licensee on the quality of services and activities carried out by the Licensor; vii) persons who are engaged in the promotion and sale of products/services of Licensor. The subjects belonging to the categories mentioned above operate independently as separate data processors or as managers or agents appointed for this purpose by the Licensor.
    5. In accordance with art. 7 Legislative Decree no. No. 196/2003, the Licensee shall, in its interested capacity, have the right to obtain:
       1. confirmation of the existence of data concerning themselves, even if not yet recorded, and through intelligible communication;
       2. information about the origin of personal data, the purposes and methods of processing, the logic applied in case of treatment with the aid of electronic means;
       3. indication of the identity of the owner, the manager, and the persons or categories of subjects to whom the personal data may be communicated or who can learn about them;
       4. the cancellation, transformation into anonymous form or blocking of data processed unlawfully, as well as the updating, rectification or, when interested, integration of data.
    6. The individual may also object to, for legitimate reasons, the processing of personal data, pertinent for collection purposes. It may also object to the processing of personal data for the purposes of sending advertising materials or direct selling or for carrying out market surveys or commercial communications. Requests referred to in this Article may be made to the Licensor address in the header of the Contract.
18. Confidentiality
    1. For the purposes of the Contact, Confidential Information refers to any information, data, news, knowledge, documents of any kind, including third party related, transmitted from one Party to the other (hereinafter, the “Receiving Party”) in any form, written, graphic or oral.
    2. All Confidential Information exchanged between the Parties during the term of the Contract shall be considered confidential. Each party agrees to protect Confidential Information and to store it with the same care given to confidential information relating to its own business and/or company and in each case with diligence.
    3. In no event shall the following information be deemed Confidential:
       1. Information already known or otherwise available to the Receiving Party, provided that they can demonstrate that fact and have acquired the information legitimately;
       2. Information already in the public domain after it is released to the Receiving Party, unless this results from a breach of this Agreement and, in any case, has to be considered in the public domain;
       3. Information developed completely independently of the Receiving Party;
       4. Information freely transferable or disclosed as a result of written authorization from the Party providing it;
       5. Information should be transferred to third parties in accordance with the laws and in compliance with a lawful order of any public authority.
    4. Confidential Information will be used by the Receiving Party solely for the purposes of the Agreement and cannot, therefore, be used, either partially or indirectly, for other purposes except as agreed in writing by the Disclosing Party.
    5. With respect to the disclosure of Confidential Information, the Receiving Party must comply with the conditions set out below. The Receiving Party agrees to:
       1. Guard Confidential Information with special care and not disclose it to third parties, even to its parent, subsidiaries or affiliates, without the prior written consent of the Disclosing party; the Receiving Party shall protect the Confidential Information with the same diligence as they would in the case of the custody of their own Confidential Information and treat it with the same importance;
       2. not copy or otherwise duplicate any Confidential Information, except in cases where it is reasonably necessary for the achievement of the purposes of the Agreement, and not knowingly allow others to copy or otherwise duplicate any Confidential Information of which it has at that time control, without the written consent of the Disclosing Party; in which case such copies shall be deemed Confidential Information;
       3. remain in any case subject to the right of each Party to disclose Confidential Information acquired pursuant to the Agreement to its consultants and/or its employees and/or employees of companies of the group to which the Party should belong, if there is a reasonable need or opportunities and provided that such employees and/or consultants have previously been bound by a duty of confidentiality in accordance with the Contract;
    6. The Receiving Party shall – at any time, upon written request of the Disclosing Party – immediately cease any use of the Confidential Information received from the Disclosing Party under this Agreement and, at the discretion of the Disclosing Party, promptly return or destroy all Confidential Information and all copies thereof. As soon as practically possible, the Receiving Party shall deliver a certificate signed by an authorized representative of the Receiving Party, confirming that the provisions contained therein have been fulfilled.
19. Governing Law and Jurisdiction
    1. This Contract shall be governed by and construed in accordance with Italian law. Any dispute that arises from the Contract shall be subject to the exclusive jurisdiction of the Court of Bologna.