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LICENSE AGREEMENT

The following information is the full license agreement found in the software.
IMPORTANT NOTICE: Please carefully read this License Agreement: BY DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE OR CLICKING "I ACCEPT" WHEN PROMPTED IN CONJUNCTION THEREWITH, YOU ("LICENSEE") ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO ACCEPT ON BEHALF OF AND BIND THAT PERSON OR LEGAL ENTITY TO THESE TERMS.


1. DEFINITIONS

1.1 "Software" means one or more programs, which can run on a controller, a processor or a hardware device ("Device").

1.2 "Use" includes copy to memory, up-loading, installation, the running and display of the Software on a Device.

1.3 "Products" means, according to the context, Software, documentation, accessories and any up-grade, the availability of which will be determined by Diffusione Informatica after the receipt of the order from the End User. "Custom Products" are products that have been modified, designed or produced according to the specific requirements on the part of the End User.

1.4 "Software License" means the authorization to use the Software according to terms and conditions set forth in this End User License Agreement ("EULA").

1.5 "Fee" means the amount due for each Software License.


2. LICENSES

Subject to End User's payment of all applicable Fees, Diffusione Informatica grants End User a non-exclusive and non transferable License to use the amount of copies of the Software provided for the applicable Software License.


3. COPIES AND USE OF THE LICENSES

3.1. If not specified otherwise in writing by Diffusione Informatica, the End User may only make copies of the Software for archiving purposes. If it should be necessary for the correct use of the Software, End User may copy the Software on a back-up Device, as long as the copies are not used in any other way, installed on, or used by other computers and provided the use of the back-up Device is interrupted when the original Device or its substitute becomes operational again.

3.2 End User may copy the original Software to the amount of copies authorized by Diffusione Informatica.

3.3 End User shall not copy the Software on to a public communication network.


4. UP-DATES

4.1 Software License does not entitle End User to obtain any up-grade, up-date or support service for the licensed Software.

4.2 Up-dates may be licensed to End User by Diffusione Informatica on additional or different terms and conditions.


5. PROPRIETARY RIGHTS AND COPYRIGHT

5.1 Software and any accompanying documentation, any Device to which it is written, trademark, patent, trade secret are proprietary products of Diffusione Informatica and are protected under European and U.S. copyright laws and international treaty provisions.

5.2 End User obtains no rights, title or other interests in, or to the enclosed Software or related documentation or any device to which it is written or printed (e.g. DVD, CD, etc) including any copyright, patent, trade secret, trademark or other proprietary rights therein.

5.3 Ownership of the Software and all copies, modifications, and merged portions thereof shall at all times remain with Diffusione Informatica.

5.4 All copies of the enclosed Software, in whole, or in part remain the intellectual property of Diffusione Informatica unless otherwise specified.


6. RESTRICTIONS

End User shall not (and shall not permit any employee or other third party to) copy, use, analyze, reverse engineer, decompile, or disassemble the Software in order to ascertain, derive, and/or appropriate for any reason or purpose, any source code or source listings for the Software or any trade secret information or process contained in the Software.


7. DURATION AND TERMINATION CLAUSE

7.1 Software License is effective from End User’s date of payment and shall remain in force until terminated. End User may terminate Software License at any time by destroying or deleting the Software and the accompanying documentation, together with all copies in any form. End User shall agree to cease any and all further use of the Software.

7.2 Software License will terminate automatically in accordance with art. 1456 of the Italian Civil Code in case of breach of any of the provisions set forth in Sections 2 (License - non-payment of the amount due); 3 (Copies and Use of the License); 5 (Proprietary Rights and Copyright infringement); 6 (Restrictions); 8 (Transfer or Sub-licensing Restrictions); 9 (Export or Import) of EULA.

7.3 Termination will have no effect on End User's obligation to safeguard proprietary rights of Diffusione Informatica under Section 5, or disclaimers under Section 10-11.

In case of termination of this EULA according to Section 7.2 or for any other reason whatsoever, End User shall immediately delete the Software and any existing copies in his possession or return the Software and any existing copies to Diffusione Informatica. The End User shall remove from any Device and destroy all copies of the Software with the exception of data belonging to End User on the End User’s database.


8. TRANSFER AND SUB-LICENSING RESTRICTIONS

End User shall not transfer any entitlement, rights or obligations deriving from Software License, nor shall End User let or lease a sub-License on the rights to the software deriving from the Software License without the prior written consent of Diffusione Informatica.


9. EXPORT AND IMPORT

The End User who exports, re-exports or imports the products, the technology or technical data, obtained by means of Software License, is committed to act within the boundaries of the laws, limitations and regulations applicable and to apply for the necessary import or export Licenses. Should an End User violate such laws or regulations Software Licence shall be considered null and void and Diffusione Informatica may suspend the delivery of the products.


10. WARRANTIES AND LIABILITY

10.1 Diffusione Informatica disclaims all warranties relating to the Software. The Software is distributed on an "AS IS" basis without warranties of any kind, whether expressed or implied, including without limitation any implied warranties of merchantability or fitness for any particular purpose.

10.2 Any warranty whatsoever provided for in laws, regulations or uses relating to the Software, including, but not limited to non-infringement of third party rights, integration, satisfactory quality or fitness for any particular purpose is excluded.

10.3 Should any other warranties be found to exist, such warranties shall be limited in duration to ninety (90) days following the date of delivery to the End User.


11. LIMITATION OF LIABILITY

1.1 Diffusione Informatica assumes no liability for any damage, direct or indirect resulting from the use of the Software or similar claims, or for any other reason, even if Diffusione Informatica has specifically advised the End User of the possibility of such damage regardless of the form of the claim. End User bears all risk as to the quality and performance of the Software.

11.2 In no event Diffusione Informatica's liability will exceed the Fees paid for the Software License.


12. HIGH RISK ACTIVITES

The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Diffusione Informatica specifically disclaim any express or implied warranty of fitness for High Risk Activities.


13. JURISDICTION AND APPLICABLE LAW

The Court of Milan shall have the exclusive jurisdiction in any action arising out of or in connection with EULA. EULA shall be governed by and interpreted in accordance with Italian law.


14. GENERAL PROVISIONS

14.1 Severability Should any clause in EULA be or become invalid, illegal or unenforceable in any jurisdiction, or is deleted or materially amended by the action of any competent authority, such provision will be deemed omitted from the EULA. Such provision shall not, however, in any way invalidate the remaining provisions of EULA, unless such deemed omission would eliminate an element of EULA considered essential to the validity of a contract under said applicable laws. In that case such provision shall be amended for such jurisdiction only, to the extent necessary to conform to the applicable laws, and in a manner which preserves to the maximum extent possible the original objectives of EULA, so as to be valid and enforceable therein without invalidating the remaining provisions hereof and without affecting the validity or enforceability of such provision in any other jurisdiction.

14.2 Prior Negotiations EULA sets forth the entire agreement of the parties with respect to the subject matter hereof, and supersedes all previous agreements, understandings and negotiations, either oral or written, which may thereto have existed between Diffusione Informatica and the End User.

14.3 Modifications No amendment, waiver or modification of any of the terms of this Agreement shall be effective unless in writing, signed by both parties (or by their respective representatives who have been duly authorised) and the intention to amend EULA is clearly expressed. Oral agreements and representations shall not be binding.

14.4 Interpretation of the EULA. EULA shall be interpreted in good faith, having regard to the common intention of the parties and the substantial result which, with the execution of EULA, they intend to reasonably attain.


Pursuant to articles 1341 and 1342 of the Italian Civil Code, the Parties shall have read and specifically approved the following clauses: Section 3 (Copies and Use of the License); Section 5 (Proprietary Rights and Copyright); Section 6 (Restrictions); Section 7 (Duration and Termination Clause); Section 8 (Transfer and Sub-licensing Restrictions); Section 10 (Warranties); Section 11 (Limitation of Liability); Section 12 (Jurisdiction and Applicable Law).

Copyright © Diffusione Informatica 2006