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PURCHASE LICENSE AGREEMENT FOR the USE of CARDANIT SOFTWARE AS A SERVICE

GENERAL TERMS AND CONDITIONS

1. 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 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.
The Customer accepts the GTCUS by checking the approval boxes appearing towards the end of the payment procedure.

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

2. Permitted Users

ESTECO also grants to Customer the right to sub-license the Service to users (the “Permitted Users”), subject to the express requirement that: (i) each of the Permitted Users accepts the GTCUS and (ii) each of the Permitted Users complies with the registration procedure under section 5 of that document.

It remains understood that Customer undertakes to keep accurate contact details records of each of the Permitted Users. Copies of all such records shall be maintained at Customer’s headquarter and shall be made available to Licensor any time with prior Licensor’s written notice to the Customer.

3 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 shall be available on this web page https://www.cardanit.com/documentation/cardanit/whats-new.

4. Technical pre-requisites

A pre-requisite of the Customer for the use of the Service is a computer capable of accessing Internet with one of the following Internet browsers:
a) Microsoft Internet Edge latest version;
b) Mozilla Firefox latest version;
c) Apple Safari latest version;
d) Google Chrome latest version.
Licensor shall not be responsible for the conditions or properties of the necessary hardware and software required by the Customer.

5. Registration

In order to use the Service, the Customer may register directly through the Site and create an account (the “Site Account”) as follows:
a) provide any information requested during the procedure of registration (“Registration Data”);
b) promptly update the Registration Data in order to guarantee that they are always true, accurate and current.

As an alternative, the Customer may register through login to its own registration accounts with third party sites and social network sites (the “Social Account”). In this regard, the 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 the 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.

6. 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.

7. 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.

8. 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 Service, as well as due to technical or other problems which do not lie within the direct control of Licensor (force majeure, third party 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.

9. 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.

10. Restrictions on the use of Cardanit

With the exception of the right to sub-license the Service to the Permitted Users, the use of the Service is strictly limited to the furtherance of internal operations of the Customer. In particular, the Customer undertakes NOT to take any or all of the following actions:
a) use the Cardanit software as a service to provide any services under any trademarks or tradenames other than that of the Customer;
b) make the Service accessible by third parties in an automated way through network connections as an application service provider, except that the Customer may exercise the rights granted in this Agreement, either directly or indirectly, through the services of its own employees, independent contractors or outsourcing companies;
c) modify or change Cardanit, or create any derivative work of any part of Cardanit, without Licensor’s prior written consent;
d) sell, license, rent, lease, loan or otherwise transfer to third parties Cardanit, any copy thereof, in whole or in part, without Licensor’s prior written consent;
e) decompile, disassemble or otherwise reverse engineer Cardanit without Licensor’s prior written consent;
f) copy or otherwise reproduce Cardanit, in whole or in part without Licensor’s prior written consent.

11. 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 in compliance with applicable laws. The Customer shall implement reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of the Confidential Information.

12. Intellectual Property Rights

The 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. The Customer further acknowledges that the right granted hereunder does not provide the Customer with title or ownership of Cardanit or any copies thereof.

13. Warranties

13.1 Licensor warrants to the 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 THIS AGREEMENT. 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.

13.2 Customer hereby warrants to Licensor that has the exclusive ownership, including the copyright related thereto, relating to any contents and/or data and/or information filed with the Site Account in order to use the Service.
Furthermore, Customer hereby undertakes not to file in the Site Account any contents and/or data and/or information having an illegal content or which may be detrimental to the reputation of ESTECO. 
Licensor shall not retain any contents beyond the scope of any activities to be carried out herein. It remains understood that Licensor shall not be held responsible for any breach of the obligations of Customer contained herein.

14. Term

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

15. 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:
a) any use of the Service and/or Cardanit by the Customer in any manner other than as authorized in this agreement;
b) any copy or reproduction of the Service and/or Cardanit by the Customer, other than as provided by applicable law;
c) in the event of breach of the obligation to pay the Service Fee by the Customer.

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’s account and to impede any access to the Service. Termination under this paragraph shall not relieve the Customer of its obligations regarding confidentiality.

It remains understood that the 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.

16. General Provisions

a. Assignability. This agreement and all rights and obligations hereunder shall not be assignable by the Customer, except with the prior written consent of Licensor. A change in control of the Customer shall be deemed an assignment subject to this subsection. This agreement shall be binding upon each Party's permitted successors and assigns.

b. 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.

c. Indemnification. Licensor shall indemnify and hold the Customer harmless from and against any claim of infringement of any patent or copyright based upon the Service, provided that the 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 the 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.

d. Survival. The rights and obligations contained in Sections 11, 12, 13, 14, 15, 16.b, 16.d and 16.f shall survive any termination of this agreement.

e. Entire Agreement. The Customer acknowledges that this agreement constitutes the entire agreement between the parties and agrees to be bound by all terms and conditions hereof.

f. Governing law and Jurisdiction. This agreement 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.

g. 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.

h. Notices. All notices and other communications required under this agreement shall be sent by regular email, except the cases provided under section 15 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).

ONEROUS AGREEMENT - 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: