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GENERAL TERMS AND CONDITIONS for the USE of CARDANIT SOFTWARE AS A SERVICE

IMPORTANT NOTICE - PLEASE READ CAREFULLY

You should carefully read the following terms and conditions before using this software as a service.

Your use of this software as a service indicates your acceptance of the terms and conditions contained in the software license agreement corresponding to your type of license.

DEMO LICENSE – a license granted for the use of the software Cardanit as a service with no service fees for evaluation purposes only. At the end of the evaluation period You may opt for the Purchase License.

PURCHASE LICENSE – a license granted for the use of the Cardanit software as a service under which the service fees apply. Preliminarily to the access to the Purchase License You are requested to access to the Demo License.

DEMO LICENSE AGREEMENT FOR the USE of CARDANIT SOFTWARE AS A SERVICE - GENERAL TERMS AND CONDITIONS

Acceptance of the General Terms and Conditions

ESTECO S.p.A., a company duly incorporated in Italy, with registered office in Trieste, Area Science Park, Padriciano 99 – Italy - ("Licensor") hereby grants you (the "Customer") a non-exclusive, non-assignable and non-transferable right to use the Cardanit software as a service that offers editing and execution for BPMN processes using the BPMN standard and the DMN standard (the "Service"), subject to the General Terms and Conditions to Use the Service (”GTCUS”) herein contained.

Licensor and Customer also are referred hereto individually as a “Party” and jointly as the “Parties”.

The Customer accepts the GTCUS by checking the approval boxes appearing towards the end of the registration procedure.

PLEASE READ CAREFULLY THE GTCUS BEFORE USING THE SERVICE.

Description of the Service

The software Cardanit is an application created and marketed by Licensor and accessible via Internet as a service, in order to offer the Service to Customer. The Service is available from the website www.cardanit.com (the “Site”), where the technical specifications of Cardanit and the functionalities of the Service are described.

Technical pre-requisites

A pre-requisite of Customer for the use of the Service is a computer capable of accessing Internet with one of the following Internet browsers:

  1. Microsoft Internet Edge latest version;
  2. Mozilla Firefox latest version;
  3. Apple Safari latest version;
  4. Google Chrome latest version.

Licensor shall not be responsible for the conditions or properties of the necessary hardware and software required by Customer.

Registration

In order to use the Service, Customer may register directly through the Site and create an account (the “Site Account”) as follows:

  1. provide any information requested during the procedure of registration (“Registration Data”);
  2. promptly update the Registration Data in order to guarantee that they are always true, accurate and current.

As an alternative, Customer may register through login to its own registration accounts with third parties sites and social network sites (the “Social Account”). In this regard, Customer declares to have the right to allow Licensor to access to the Social Account, including any data and information filed at the Social Account, without breaching any of the terms and conditions applicable to the Social Account and without any limitation of use of the Social Account.

Licensor shall make the Service available to Customer upon completion of the registration procedure through the creation of a Site Account or through the login to the Social Account.

Customer is aware that, in order to regulate the access to the Service, authentication relies exclusively on the check of the Site Account or the Social Account used by Customer. Consequently, Customer shall be the only responsible of the filing and proper use of the Site Account or the Social Account in order to access the Service.

In the event Customer provides information which are false, not accurate or not current or in the event Licensor evaluates at its discretion that the information provided are false, not accurate or not current, Licensor shall be entitled to deactivate temporarily or definitely the Site Account and to impede any access to the Service.

Licensor shall not be held responsible for any breach of the obligations of Customer contained under this section.

Filing of data

Licensor shall provide the Service in the current version available to the Customer for use from a central data processing system (the “Server”) equipped with high technologies to store and memorize the Customer data.

The Customer’s data are backed up on the Server on a calendar day basis.

Licensor shall allow Customer to access the files of its data during the term of this agreement.

Licensor shall not be responsible for the compliance and accuracy of the data provided by Customer and shall not be held responsible for any deficiency of the privacy and/or security of the Customer data stored at the Server.

Availability of the Service

Customer acknowledges and agrees that any interruption or suspension of the Service under the GTCUS may occur any time and without prior notice.

In the event of interruption or suspension of the Service Licensor shall make any reasonable efforts to reactivate the Service.

It remains understood that Licensor shall not be held responsible for any damages which may derive to Customer for the interruption or suspension of the Service.

Consideration

For the Service granted herein by Licensor, Customer shall pay no consideration.

It remains understood that Licensor shall not make specific warranties concerning Cardanit and the Service.

Restrictions on use of Cardanit

Customer acknowledges that the right granted herein to use Cardanit as a service is non-exclusive, non-assignable and without the right to sub-license any right.

Customer undertakes not to take any or all of the following actions:

  1. use Cardanit to provide any service other than that of the Customer;
  2. modify or change Cardanit, or create any derivative work of any part of Cardanit;
  3. sell, license, rent, lease, loan or otherwise transfer to third parties Cardanit, any copy thereof, in whole or in part;
  4. decompile, disassemble or otherwise reverse engineer Cardanit;
  5. copy or otherwise reproduce Cardanit, in whole or in part.

Confidential Information

For the purpose of this agreement, each Party (the “Receiving Party”) will be receiving confidential and/or proprietary information of the other Party (the “Disclosing Party”).

Confidential information shall mean all proprietary, secret or confidential information or data relating to each Disclosing Party and the respective operations, employees, services, members, affiliates, business partners and customers, including without limitation, the Service, Cardanit, and any features and modes of operation, inventions, techniques, processes, methodologies, schematics, software design and architecture, technical data, contacts, know how, applications, license files, correspondence, names, addresses and any other written or oral information which may be used in relation to this agreement (the “Confidential Agreement”)

For the duration of this agreement and for a for a period of two (2) years following its termination, the Receiving Party shall not, either directly or indirectly, disclose to third parties or use any Confidential Information which are not in the public domain, in any form, whether obtained prior to or after the execution of this agreement.

It remains understood that information shall not be considered Confidential Information for the purposes of any section of this agreement in the event disclosure shall be necessary: (i) in order to execute this agreement and (ii) in order to be incompliance with applicable laws.

Customer shall implement reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of the Confidential Information.

Intellectual Property Rights

Customer acknowledges that Licensor owns all copyright, trade secret, patent, trademark and other proprietary rights related to Cardanit and the Service, including any modifications thereto.

Customer further acknowledges that the right granted hereunder does not provide Customer with title or ownership of Cardanit or any copies thereof, but only a right of limited use in accordance with the GTCUS.

Warranties

Licensor warrants to Customer its full and exclusive ownership of Cardanit, including the copyright related thereto. Licensor further warrants that Cardanit will conform with the relevant technical specifications.

EXECPT AS STATED ABOVE, LICENSOR DOES NOT MAKE ANY WARRANTY, EITHER WRITTEN OR ORAL, WITH REFERNCE TO THE COMPLIANCE OF CARDANIT WITH THE SPECIFIC USE AS A SERVICE UNDER THE GTCUS. IN PARTICULAR, LICENSOR: (i) MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, ON THE QUALITY AND FITNESS OF CARDNIT AND THE SERVICE, AND, (ii) DOES NOT WARRANT THAT THE OPERATION OR OTHER USE OF CARDANIT AND THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR WILL CAUSE DAMAGE OR DISRUPTION TO CUSTOMER’S DATA, COMPUTERS OR NETWORK.

Licensor shall not bear any liability with reference to any damages, direct and/or incidental and/or consequential, which may derive from the use of Cardanit as a service under GTCUS.

Term

The term of this agreement shall commence upon Customer’s acceptance of the GTCUS by selecting the relevant box and shall automatically terminate at the expiry date of the 30 (thirty) day period of the demo Service.

General Provisions

  1. Assignability. This Agreement and all rights and obligations hereunder shall not be assignable by Customer, except with the prior written consent of Licensor. A change in control of Customer shall be deemed an assignment subject to this subsection. This agreement shall be binding upon each Party's permitted successors and assigns.
  2. Liability. No action or claim relating to this agreement or the Service may be instituted more than one (1) year after the event giving rise to such action or claim.
  3. Indemnification. Licensor shall indemnify and hold Customer harmless from and against any claim of infringement of any patent or copyright based upon the Service, provided that Customer gives Licensor prompt notice of and the opportunity to defend any such claim. Licensor shall have the right to settle such claim or, at Licensor's option, provide Customer with: (i) a paid-up license; (ii) substitute, functionally equivalent software or (iii) a refund of a pro rata portion of the license fees paid by the Customer, associated with the remaining term of the agreement, from the date the infringement claim if filed with a court of competent jurisdiction and until the expiration or termination of this agreement.
  4. Survival. The rights and obligations contained in Sections 9, 11, 12, 13.b, 13.c, 13.d and 13.f shall survive any termination of this agreement.
  5. Entire Agreement. The Customer acknowledges that the GTCUS constitutes the entire agreement between the parties and agrees to be bound by all terms and conditions hereof.
  6. Governing law and Jurisdiction.The GTCUS shall be governed by the laws of Italy. The Parties hereby agree to submit to the exclusive jurisdiction of the competent courts sitting in Trieste, Italy, with respect to any disputes relating to the interpretation and/or enforcement of the GTUCS, as well as the use of the Service.
  7. Severability.In the event that any provision under this agreement shall be deemed illegal or otherwise unenforceable by any applicable statute or rule of law, such provision shall be omitted and the entire agreement shall not fail on account thereof and the remainder of the agreement shall continue in full force and effect.
  8. Notices. All notices and other communications required under the GTCUS shall be in writing by regular mail.

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PURCHASE LICENSE AGREEMENT FOR the USE of CARDANIT SOFTWARE AS A SERVICE - GENERAL TERMS AND CONDITIONS

Acceptance of the General Terms and Conditions

ESTECO S.p.A., a company duly incorporated in Italy, with registered office in Trieste, Area Science Park, Padriciano 99 – Italy - ("Licensor") hereby grants you (the "Customer") a non-exclusive, non-assignable and non-transferable right to use the Cardanit software as a service that offers editing for business processes using the BPMN standard and the DMN standard (the "Service"), subject to the General Terms and Conditions to Use the Service (”GTCUS”) herein contained.

Licensor and Customer also are referred hereto individually as a “Party” and jointly as the “Parties”.

The Customer accepts the GTCUS by checking the approval boxes appearing towards the end of the registration procedure.

PLEASE READ CAREFULLY THE GTCUS BEFORE USING THE SERVICE.

Description of the Service

The software Cardanit is an application created and marketed by Licensor and accessible via Internet as a service in order to offer the Service to Customer. The Service is available from the website www.cardanit.com (the “Site”), where the technical specifications of Cardanit and the functionalities of the Service are described.

It remains understood that any new functionalities and/or any modifications of any of the functionalities of the Service made available from the Site shall be communicated by Licensor to Customer by email (the “Service Email”).

Technical pre-requisites

A pre-requisite of Customer for the use of the Service is a computer capable of accessing Internet with one of the following Internet browsers:

  1. Microsoft Internet Edge latest version;
  2. Mozilla Firefox latest version;
  3. Apple Safari latest version;
  4. Google Chrome latest version.

Licensor shall not be responsible for the conditions or properties of the necessary hardware and software required by Customer.

Registration

In order to use the Service, Customer may register directly through the Site and create an account (the “Site Account”) as follows:

  1. provide any information requested during the procedure of registration (“Registration Data”);
  2. promptly update the Registration Data in order to guarantee that they are always true, accurate and current.

As an alternative, Customer may register through login to its own registration accounts with third parties sites and social network sites (the “Social Account”). In this regard, Customer declares to have the right to allow Licensor to access to the Social Account, including any data and information filed at the Social Account, without breaching any of the terms and conditions applicable to the Social Account and without any limitation of use of the Social Account.

Licensor shall make the Service available to Customer upon completion of the registration procedure through the creation of a Site Account or through the login to the Social Account.

Customer is aware that, in order to regulate the access to the Service, authentication relies exclusively on the check of the Site Account and the Social Account used by Customer. Consequently, Customer shall be the only responsible of the filing and proper use of the Site Account and the Social Account in order to access the Service.

In the event Customer provides information which are false, not accurate or not current or in the event Licensor evaluates at its discretion that the information provided are false, not accurate or not current, Licensor shall be entitled to deactivate temporarily or definitely the Site Account and to impede any access to the Service.

Licensor shall not be held responsible for any breach of the obligations of Customer contained under this section.

Filing of data

Licensor shall provide the Service in the current version available to the Customer for use from a central data processing system (the “Server”) equipped with high technologies to store and memorize the Customer’s data.

The Customer’s data are backed up on the Server on a calendar day basis.

Licensor shall: (i) allow Customer to access the files of its data during the term of this agreement and (ii) provide Customer with continuous deployment of new functionalities of the Service through the Service Email.

Data security

Licensor shall adopt technical and organizational security precautions and measures to protect the Customer’s data stored at the Server. In particular, Licensor shall take the appropriate and usual measures, including but not limited to, virus protection and any protections against similar harmful programs according to the current industry standards in order to protect Customer’s data against any unauthorized notice, storage, modification or other non-authorized access or attacks by employees of Licensor or third parties.

In the event the Customer collects, processes or uses personally identifiable data, Customer shall be responsible for ensuring that it is entitled to do so in accordance with the applicable provisions and, in case of any breach, Customer shall indemnify Licensor from any claims and damages suffered by third parties.

It remains understood that Licensor shall not be responsible for the compliance and accuracy of the data provided by Customer.

Availability of the Service

Licensor shall be responsible for ensuring the availability of the Service and the use of the Customer’s data as of the date of completion of the registration procedure.

The average Service availability per year shall be no less than 99%, based on 24 hours a day, seven days a week.

It remains understood that any suspension and/or interruption of the Service due to maintenance and/or update of the Software, as well as due to technical or other problems which do not lie within the direct control of Licensor (force majeure, third parties fault, etc.) are excluded from the average availability calculation.

In the event Licensor foresees that the consecutive downtime required for maintenance and software updates care exceeds the duration of 3 (three) hours, Licensor shall notify the Customer in advance of such planned suspension and/or interruption of the Service.

Licensor shall make any reasonable efforts to eliminate any faults and/or errors in the Service within a reasonable period of time as from the receipt of the written report sent by Customer.

It remains understood that a fault preventing and/or impeding Customer’s operations is present if, for example, the use of the Service is not possible or is severely restricted due to reproducible or intermittent malfunctions, causing false work results or response times caused by Licensor and such restrictions of use are material and this fault cannot be circumvented using reasonable efforts on the part of the Customer.

Consideration

For the Service granted herein by Licensor, including the registration procedure, the features and storage of the Customer’s data, Customer shall pay to Licensor a monthly or yearly fee, as the case may be, in compliance with: (i) the service fee agreed upon in writing by the Parties (the “Service Fee”) and (ii) the payment modalities agreed upon in writing by the Parties.

It remains understood that Customer shall be offered with a free of charge right to use the Service for a limited period of time (the “Demo Service”), and subsequently, Customer may opt for the Service, on a monthly or annual basis, by paying the relative Service Fee within 5 (five) days from the expiry of the Demo Service.

Restrictions on use of Cardanit

Customer acknowledges that the right granted herein to use the Service is non-exclusive, non-assignable and without the right to sub-license any right.

Customer undertakes not to take any or all of the following actions:

  1. use the Cardanit software as a service to provide any services under any trademarks or tradenames other than that of the Customer;
  2. modify or change Cardanit, or create any derivative work of any part of Cardanit;
  3. sell, license, rent, lease, loan or otherwise transfer to third parties Cardanit, any copy thereof, in whole or in part;
  4. decompile, disassemble or otherwise reverse engineer Cardanit;
  5. copy or otherwise reproduce Cardanit, in whole or in part.

Confidential Information

For the purpose of this agreement, each Party (the “Receiving Party”) will be receiving confidential and/or proprietary information of the other Party (the “Disclosing Party”).

Confidential information shall mean all proprietary, secret or confidential information or data relating to each Disclosing Party and the respective operations, employees, services, members, affiliates, business partners and customers, including without limitation, the Service, Cardanit, and any features and modes of operation, inventions, techniques, processes, methodologies, schematics, software design and architecture, technical data, contacts, know how, applications, license files, correspondence, names, addresses and any other written or oral information which may be used in relation to this agreement (the “Confidential Agreement”)

For the duration of this agreement and for a for a period of two (2) years following its termination, the Receiving Party shall not, either directly or indirectly, disclose to third parties or use any Confidential Information which are not in the public domain, in any form, whether obtained prior to or after the execution of this agreement.

It remains understood that information shall not be considered Confidential Information for the purposes of any section of this agreement in the event disclosure shall be necessary: (i) in order to execute this agreement and (ii) in order to be incompliance with applicable laws.

Customer shall implement reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of the Confidential Information.

Intellectual Property Rights

Customer acknowledges that Licensor owns all copyright, trade secret, patent, trademark and other proprietary rights related to Cardanit and the Service, including any modifications thereto.

Customer further acknowledges that the right granted hereunder does not provide Customer with title or ownership of Cardanit or any copies thereof, but only a right of limited use in accordance with the GTCUS.

Warranties

Licensor warrants to Customer its full and exclusive ownership of Cardanit, including the copyright related thereto. Licensor further warrants that Cardanit will conform with the relevant technical specifications.

THE ABOVE IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY LICENSOR. LICENSOR MAKES AND CUSTOMER RECEIVES NO WARRANTY, EITHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, WITH REFERENCE TO THE COMPLIANCE OF CARDANIT AND THE SERVICE WITH A SPECIFIC USE AS SERVICE UNDER THE GTCUS. IN PARTICULAR, LICENSOR MAKES NO WARRANTIES ON THE QUALITY AND FITNESS OF CARDANIT AND THE SERVICE FOR A PARTICULAR PURPOSE. THE STATED EXPRESS WARRANTY IS IN LIEU OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE SERVICE.

Term

The term of this agreement shall commence upon Customer’s acceptance of the GTCUS by selecting the relevant box and shall terminate at the expiry of the period for which Customer has paid the relevant Service Fee.

Termination

Licensor shall have the right to terminate this agreement by giving written notice to the Customer upon occurrence of any of the following events:

  1. any use of the Service and/or Cardanit by Customer in any manner other than as authorized in this agreement;
  2. any copy or reproduction of the Service and/or Cardanit by Customer, other than as provided by applicable law;
  3. in the event of breach of the obligation to pay the Service Fee by Customer;
  4. in the event Customer deactivates the Service Email.

In the event of termination of this agreement by reason of the Customer’s failure to comply with any of the obligations provided under this section, Licensor shall have the right, at any time, to terminate the license and deactivate temporally or definitely the Customer account and to impede any access to the Service. Termination under this paragraph shall not relieve Customer of its obligations regarding confidentiality.

It remains understood that Customer may interrupt the Service at any time either by pressing the button on the application or via email notification to Licensor, provided that the payment of the Service Fee has been fully made to Licensor.

General Provisions

  1. Assignability. This Agreement and all rights and obligations hereunder shall not be assignable by Customer, except with the prior written consent of Licensor. A change in control of Customer shall be deemed an assignment subject to this subsection. This agreement shall be binding upon each Party's permitted successors and assigns.
  2. Liability. No action or claim relating to this agreement or the Service may be instituted more than one (1) year after the event giving rise to such action or claim.
  3. Indemnification. Licensor shall indemnify and hold Customer harmless from and against any claim of infringement of any patent or copyright based upon the Service, provided that Customer gives Licensor prompt notice of and the opportunity to defend any such claim. Licensor shall have the right to settle such claim or, at Licensor's option, provide Customer with: (i) a paid-up license; (ii) substitute, functionally equivalent software or (iii) a refund of a pro rata portion of the license fees paid by the Customer, associated with the remaining term of the agreement, from the date the infringement claim if filed with a court of competent jurisdiction and until the expiration or termination of this agreement.
  4. Survival. The rights and obligations contained in Sections 10, 11, 12, 13, 14, 15.b, 15.d and 15.f shall survive any termination of this agreement.
  5. Entire Agreement. The Customer acknowledges that the GTCUS constitutes the entire agreement between the parties and agrees to be bound by all terms and conditions hereof.
  6. Governing law and Jurisdiction. The GTCUS shall be governed by the laws of Italy. The Parties hereby agree to submit to the exclusive jurisdiction of the competent courts sitting in Trieste, Italy, with respect to any disputes relating to the interpretation and/or enforcement of the GTUCS, as well as the use of the Service.
  7. Severability. In the event that any provision under this agreement shall be deemed illegal or otherwise unenforceable by any applicable statute or rule of law, such provision shall be omitted and the entire agreement shall not fail on account thereof and the remainder of the agreement shall continue in full force and effect.
  8. Notices. All notices and other communications required under the GTCUS shall be sent by regular email, except the cases provided under section 14 herein and other cases provided by applicable law for which communications shall be made in writing by means of registered mail or certified electronic mail (PEC).

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ONEROUS AGREEMENT

DEMO

In compliance with sections 1341 and 1342 of the Italian Civil Code, we hereby acknowledge to be aware of the content of the General Terms and Conditions “Demo” to Use the Service (“GTCUS”) and to have read and expressly approved in writing the following sections of the GTCUS:

  • 3. - “Technical pre-requisites”
  • 5. - “Filing of Data”
  • 6. - “Availability of the Service”
  • 8. - “Restrictions on use of Cardanit”
  • 11. - “Warranties”
  • 13.b - “Liability”
  • 13.c - “Indemnification”
  • 13.f - “Governing Law and Jurisdiction”
  • 13.h - “Notices”

PURCHASE

In compliance with sections 1341 and 1342 of the Italian Civil Code, we hereby acknowledge to be aware of the content of the General Terms and Conditions “Purchase” to Use the Service (“GTCUS”) and to have read and expressly approved in writing the following sections of the GTCUS:

  • 3. - “Technical pre-requisites”
  • 5. - “Filing of Data”
  • 6. - “Data security”
  • 8. - “Consideration”
  • 9. - “Restrictions on use of Cardanit”
  • 12. - “Warranties”
  • 14. - “Termination”
  • 15.b - “Liability”
  • 15.c - “Indemnification”
  • 15.f - “Governing Law and Jurisdiction”
  • 15.h - “Notices”

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