OBJECT: The present Conditions and terms of sale and activation of the products and services of e-works define the terms of sale, supply, invoicing and activation of the products and the services of e-works unipersonale S.r.l, with legal situs in Modena, Via Giardini n. 456/C - 41124, P.I.V.A n. 02565630361 (from now: “EW”) towards the Customer.

A. TECHNICAL CHARACTERISTICS: the technical characteristics of the products offered from EW are contained in the documentation available at http://www.e-works.it site.

 

B. ORDERS: The Customer will be able to carry out the demand for purchase of the products and of the services now on sale from EW exclusively through the PURCHASE ORDER (from now: “PO”) predisposed and sent to the Customer from EW that necessarily, for being defined such and to produce the effects to which it is directed, it will have to contain the kind of the products or services offered, cost of the same ones, modality of payment. The PO and attached documents, correctly compiled, will have to be stamped and signed and given back to EW. The subscription of the PO implies the taken vision and explicit acceptance of the present “Conditions and terms of sale and activation of the products and services of e-works”. The reception from EW of the PO undersigned from the Customer constitutes irrevocable order of purchase.

 

C. PRICES: EW reserves the faculty to indicate to the Customer, anytime, the selling price to the public; EW has the faculty to modify in every time the selling price practiced to the public.

 

D. INSTRUCTIONS AND CONDITIONS FOR the ACTIVATION OF the SOFTWARE PRODUCT “E-WORKS ON PREMISE”, FOR the CIRCULATION OF the PROTECTION DEVICE (USB KEY) AND FOR the ACTIVATION, USE  AND RENEW OF the MAINTENANCE SOFTWARE SERVICE

In order to activate the acquired product and, consequently, to attribute to the title of the relative software licence, the Customer will have to send to EW, united to the PO, a formal Request for Activation (from now: “RfA”) that he will find attached to the PO. The Request for activation of the software product “e-works on premise” can be compiled and undersigned from the same underwriter of the PO or from thirds party that, through the compilation and the subscription of the RfA, will become holders of the  software licence “e-works on premise” object of the PO, of the relative Maintenance Service (from now: “MS”) and possessory of the protective device USB (from now: “Key”): the subscription of the RfA of the software product “e-works on premise”, defining the title of the licence of use of the software product “e-works on premise” and of the relative MS, it defines also the possession of a Key that contains the information necessary to qualify the characteristics of acquired product and constitutes the title necessary to access and use the same product. The Key is characterized from a specific alphanumeric Key Code (from now: “KC”). The KC is composed from sequences alphanumeric printed on the same Key to characterize it and to distinguish it from every possible other. Key and relative KC, inseparable one from the other, under the authorized modalities of distribution of products EW, are generated from the same one and assigned as a result of the reception of the PO and the relative RfA. The shipment of the RfA means, without possibility of contrary evidence, the will of its underwriter, the PETITIONER (RA underwriter), to become OWNER of the Key and to have access through it to the use of software EW, becoming  LICENSEE. With the shipment of the RfA, the Petitioner explicitly declares of wanting to activate own favor the software licence “e-works on premise” correspondent to the Key and the relative number of KC and, consequently, wanting to activate the MS in the terms later described. This explicit acceptance, once remitted to EW the relative RfA, will not be modifiable or revocable but it will have been expressed in via absolutely definitive. It is not possible to separate the activation of the software licence e-works on premise from the activation of the relative period of MS. The shipment and the reception of the RfA, besides already described effects, will definitively assign the Key to the licensee and the Key will not sold to any third part from its owner (if not by written authorization of EW); following the shipment-reception of the RfA, the licence granted from EW will come definitively associated to the name and address of the underwriter of the RfA (that will be able to coincide with the undersigner of the PO) and delivered, united to the product software, the same Petitioner. Inside the RfA, the Petitioner will have obligatorily to indicate the demanded date of activation of the Key and the consequent MS. The activation will start only after such date like, always from such date, will start the acquired MS. From the activation date, the Petitioner will be able therefore to proceed to the activation of the software being followed the following procedure:

        installation of the product;

        insertion of the Key;

        demand to EW of the ACTIVATION CODE (now in then “AC”) by means of email to the address attivazione@e-works.it.

        imputation of the AC and activation.

The shipment of the RfA, the activation and  use of the Key imply not only the unconditioned will to use software EW and the relative MS, but also to accept without reservoirs the conditions of licence contained in the present Conditions and terms of sale and activation of the products and services of e-works and explicit acceptance to the treatment of the data like reported to successive point 13. With the single exception to the licence of use in version EVALUATION it will be possible to only use software EW in connection with the Key and therefore through the shipment to EW of the RfA; only after to the reception of the RfA, It will be in fact possible for the Petitioner to complete the definitive procedure of activation of the software; the shipment of the RfA and the corrected execution of the activation operations are necessary and unavoidable condition so that the Petitioner can ultimate the definitive activation of the software: it will not be possible to continue in the activation operations if the procedure of restitution (also in copy but undersigned in original) of the complete RfA will not have been correctly executed; it will not be possible to obtain the AC if all the operations for the activation will not have been executed correctly. EW does not assume however and to no title any responsability in the comparisons of the Petitioner neither in order to the correctness or of the transfers neither in relation to eventual counterfeited copies of the same Key; the Petitioner, as owner of the Key, is in charge of its corrected conservation and safekeeping. EW does not assume any responsibility in case of loss or theft of the Key; the Petitioner, as owner, is legitimized to become user and therefore also consequently titular Licensee of the MS; the Licensee is such and remains such in virtue of the possession of the Key; the possession is therefore unavoidable condition for the exercise of every right deriving from the granted licence: coming less the condition of possession, for any reason, the Licensee will stop ipso facto of being such and, consequently, it will lose every right of use of software EW, at least in relation to that licence represented from the same Key and from the KC printed on it. Over the owner will be incumbent every possible risk in case of theft,  removal or, however, loss of the Key: EW will not be for any reason held to the substitution of the same one, thus remaining definitively prejudiced the possibility for who of it had the possession to become Dealership or to continue to be it. Only in case of damage or malfunction of the Key, always and only subordinately to the return of damaged Key or however, EW will provide to its substitution delivering a new Key, bringing a new code KC, however qualified to the same period of MS. Key (and relative KC), does not constitute the software to which  is referred, but only the title it and the modality of access to the same software and licence; the property and the possession of the Key, do not confer to the holder any right on the software, that it remains in the property and exclusive availability of EW. The transfer of the Key to the Petitioner involves the transfer of the property of the single Key, without implication some for the title or the material availability of the software represented from the same one. The RfA, the Cd-Rom, the instructions and the conditions of licence are related to the Key to those are attached , and, as such, they cannot be transferred independently. it is Strictly prohibited to carry out copies, reproductions or however counterfeitings of the Key, the RfA and the software “e-works on premise”; every different behavior constitutes crime and illicit: the transgressor will be persecuted in the competent penal and civil centers. The Key and every accessory, will be able to be defined original only in the event in which all the elements carry EW symbols. The transfer of the Key does not imply the transfer of the licence of use of the described software like under: only as a result of the corrected sequence of all the described operations for the obtaining of the AC, the customer will directly obtain from EW the licence in order to use the software; and only  EW has therefore the faculty to grant the software licence. The licence could be granted, following the modalities and the conditions of licence reported below, also in TEMPORARY release; It’s a licence that it comes granted for a period of determined time. The TEMPORARY release of the licence, as a result of the temporal limit, it excludes  obligation and faculty to join to the MS. The licence could be granted, following the modalities and the conditions of licence reported below, also in EVALUATION release; It’s a licence that comes granted to unlimited time and has referred to the product operating separated from the Key. EVALUATION release of the licence, as a result of operatingf in separated modality, excludes obligation and the faculty to join to the MS. The Petitioner, as already titular of a licence EW software, will be able, successively to the purchase of the same licence, to decide to increase the number of concurrent participants (Upgrade) or to activate, had whereby not been activated previously, one of the additional modules software (Add On) available. In such case, with analogous procedure to that described for the activation of the software licence e-works on premise, will have to send to EW a new PO. The PO must have to object an upgrade of 10 concurrent participants at least. The software licence e-works on premise of upgrade could exclusively be activated and used from the Licensee owner of the Key for which it has been demanded the upgrade. The demand for upgrade for the number of concurrent participants, during the validity of the MS, will necessarily imply an adaptation of the cost of the MS, in reason of the number of contemporary participants demanded. The demand for upgrade for the number of concurrent participants when not covered by MS, will imply, for the total number of customers, the necessary subscription of the service for the minimal period of 3 (three) years, tacitly renew, analogous to how much previewed in case of software licence purchase. With the subscription of the RfA the Petitioner expresses his consense, explicit and unconditioned, to the reproduction/indication of own signs symbols (denomination ‐ brand) on the EW site.

 

The Maintenance Service (MS): The purchase of the product software “e-works on premise”, imposes the concomitant purchase of the MS for the minimal period of 1 year, with automatic renew. With the transfer of property of the Key and with the concession of the relative licence of use by subscription of the RfA, the Petitioner becomes automatically and consequently titular of a MS through which he will be able to use the eventual updated versions of the software and corrective maintenance of the software in issue. The MS is made up of: “Dynamic Maintenance”, that allows Petitioner to obtain the concession in licence, for the period of validity of the service, eventual updated versions of the product acquired and, in particular, of being able to have: evolutionary maintenance, tight and essential update of the software; perfective maintenance, to improve the functionalities and the potentialities of the software. adaptive maintenance, to render the system compatible with systems of others parties on which the same software is based; “Static Maintenance”, that allows the Petitioner to have: corrective maintenance correction of the eventual errors in the software emerged in the course of its use; technical support, through the mail support@e-works.it, with free time of reply. It is unavoidable condition for the distribution of the service that in the email of demand for technical support is indicated the alphanumeric Key code of licence (KC). With specific reference to the Service of “Dynamic Maintenance” is specified that there is no obligation for EW to develop updated versions of the software, but only the right for the Petitioner to obtain the licence free of charge in the event a new version is released, following the release frequency set under the discretionary judgment of EW; every appraisal on the consistency and on the update will be exclusively remitted to the discretionary judgment of EW. Only EW will be able to determine the nature, the frequency and the consistency of the updates released under the service of Dynamic Maintenance.

MS duration: The purchase of a software licence “e-works on premise”, characterized from the protective device Usb (Key) and from the alphanumeric code key (KC), imposes to the holder the concomitant purchase of the MS for a minimal obligatory period of 1 year. It is, in any case, possible to purchase the MS for the maximum period of 3 years. The validity of the MS will start from the date of activation of the key included in the RfA.

Modality of activation and MS payment: The MS will be activated at the same time to the activation of the licence “e-works on premise” in the same date it has been fixed from the Petitioner inside of the RfA. The title of the MS is tied to the title of the licence and to the possession of the Key. The burden of the payment of the MS and the heading of the relative invoice are referred to a “person in charge of the payment of the MS”. “Person in charge of the payment” can be or the undersigner of the PO or, alternatively (when different) the undersigner of the RfA. The indication of the “person in charge of the payment” is contained in  the RfA and therefore known and accepted to both subjects (titular Petitioner of the MS and undersigner of the PO). In case of notice of the MS, that, as it will be reported in the following dedicated paragraph, could be advanced from both subjects (PO undersigner and RfA undersigner), the new activation of the MS could be obtained only by means of the subscription of a new PO. The lacked payment the MS will legitimize EW to interrupt with immediate effect the MS. It is specified that the cost of the MS is directly releted to the number of concurrent participants activated on the software licence at the moment of the adhesion to the same Service; in the event in which, during the validity of the MS, the Petitioner wanted to obtain a upgrade of licence in order to increase the number of concurrent participants, the cost of the MS will vary proportionally to the demanded increment. The demand for Upgrade of a software licence e-works on premise, in case it did not happen during the validity of the relative MS, it involves the necessary subscription of the MS for the minimal period of 3 years, in relation to the total number of concurrent participants achieved as a result of the requested upgrade.

MS renew and notice: If within 60 days from the expiration of validity of the MS, EW will not receive from the “person in charge of the payment” of the MS indicated from the RfA or the holder of the MS (Petitioner), explicit notice , communicated to EW by registered letter, the MS it will tacitly renewed for an equal period that initially undersigned (1 obligatory year, 2 or 3 optional); The invoicing of the fee for renew will come always carried out to the “person in charge of the payment” of the MS indicated in the RfA. The reported  automatic renew procedure will be repeated, without necessity of any warning from EW, in proximity of every expiration of the MS. In case of notice of MS the holder of the software product “e-works on premise” that  wants, once expired the validity of the MS, to restore the validity, will have necessarily to subscribe the MS for an obligatory period of 3 years. Any form of unilateral recess is not previewed in favor of the “person in charge of the payment” indicated in the RfA, meaning that even in case of reception of regulating notice of the MS, EW will be legitimized to withhold the entire perceived fee for the Service.

MS update after  renew: The activation of the MS has as peculiar effect the qualification of the relative Key to the product e-works on premise to the connection with the new versions of the product “e-works on premise” released during the period of validity of the MS. At expiration of the period of validity of the MS, wheter in case of automatic renew or in case of new successive activation after notice of the service, the Key will have to be newly qualified to the connection with the versions of the product e-works on premise that they will come released from EW during renewed period of validity of the MS. The procedure of qualification, described in detail in the technical documentation of product and consisting in launching a file *.exe (from now: updater), have to be executed on the computer to which the Key of “rows of qualification” is connected. The operations of qualification of the Key to the connection with new versions of the product are on duty  and placed under the responsibility of the holder of the MS that, for this purpose, will have to take acquaintance and scrupulously to follow what is previewed in the technical documentation of product supplied jointly to the product software e-works on premise. The updater is made available from EW to the “person in charge of the payment” of the MS indicated in the RfA, by email, sent to email address indicated in the RfA. No other communication of the eventual availability of new updates is imposed to EW. In case, for any reason, the indicated address as delivery email MS needs to be changed, the holder of the service will have to communicate it to EW, that will provide to deliver the link of download to the new address of e-mail. In case of not correct addresses email, or unavailable to any title it, EW will not be held to other forms of signalling of the availability of new updates. The updater will allow to qualify the Key to accept the versions updated of the product released until obviously expiration of validity of the service; missing the necessary qualification of the Key, as a result of the lacked renew of the MS, every eventual attempt to use new versions of the software in connection with the Key, it will constitute illicit behavior persecuted by EW in the competent judicial centers, and will also represent violation of the conditions of software licence, rendering applicable to the Petitioner the consequences all of which to points 25, 26, 27, 28 previewed from the  same software licence reported here. This attempt, moreover, will not only allow to qualify and to use the eventual new versions of the program, but it will render the legitimately possessed version unusable, than therefore, made except what already previewed at point 25 of licence, it will go installed ”ex novo” with consequent loss of the data previously stored. EW, on this circumstance, declines every possible responsibility.

Limits of I use: In case of notice of the MS, the Petitioner, from the consequent moment of expiration of validity of the MS, will be no more able legitimately to approach the download of the updater and will lose however the faculty to use - in connection with the Key - eventual versions updated of software EW of which he, to any title it, came in possession. use in connection to the Key (must be meant therefore excluded use the software in version EVALUATION) of successive versions of the product software of e-works to those yields available to the Petitioner in force of the MS, will imply the consequences all already described and represented. The Petitioner who had carried out regular and timely notice to leave (directly or through the person in charge of the payment if different subject) of the MS will be able however to activate it in a successive moment following the modalities and the conditions previously explained. The MS gives to the Petitioner right, during the period of validity of the subscription, to receive the versions updated of the product software EW and the optional modules Add On () for which the Key is qualified: the update carried out and legitimized from the title of a MS valid will not modify the number of contemporary participants for which the licence has been acquired neither will include eventual optional (Add On) modules not object of purchase from the Petitioner. The MS is not transferable to licences different from that characterized in head to the relative RfA.

E. E-WORKS USER LICENSE

1. E-WORKS srl, (referred to as EW hereafter) grants a non-exclusive license to use its software, which - considering the specifications on the following paragraph 28 - may not be transferred.

2. The license to use the software means that the User can use and view the data, instructions and functions of the licensed software.

3. The software granted under license to the User can only be used by the license owner (referred to as the “Licensee” hereafter), and can only be used in one computer.

4. For several components that constitute the licensed software, full operation will be restricted by the combined use with a protection device hardware called KEY, to be used in a special USB port; in this case the Licensee may use the software on a different computer, which will not be added, but rather substitute  the first by inserting the KEY into the desired computer. The KEY is an integral part of the licensed software product and therefore subject to the license conditions herein described.

5. An additional license is required for each additional copy of the software to use on a computer or different computers as regard to the assigned one; all applicable conditions to the ordinary license also apply to any additional licenses; For any

additional licenses, the Licensee must get an additional copy of the software from EW and preclude duplication of the

software in accordance with the provisions of paragraph 9.

6. For software components which require the use of the KEY, the user license is valid for the software version that is initially purchased and for further versions of the software provided by EW to the Licensee during the validity period of the Software Maintenance Service (SMS) provided by EW. As a consequence, any use of further versions of the software as regard to those provided by EW to the Licensee during the validity period of the SMS or in any case, not explicitly legitimized by EW and together with the KEY, constitutes infringement of the software license herein described.

7. As an alternative, the software can be granted with a TEMPORARY version user license. The temporary version software license must be used together with the KEY; it is granted for limited time and at the end of such period the software can no longer be used. The TEMPORARY version user license is subject to all the conditions, rules and restrictions established by the software license herein described.

8. As an alternative, the software can be granted under an EVALUATION trial version license. The EVALUATION trial version software is granted for an unlimited time and, in this version, the software operating mode does not require the KEY. The EVALUATION trial version software license does not feature all the operating modes as for the software used together with the KEY, and its purpose is to allow the Licensee to evaluate EW software. Except for the fact that it may be used without the KEY, the EVALUATION trial version license is subject to all the conditions, rules and restrictions established by the software license described herein.

9. Subject to the conditions set out in the following paragraph 29, the Licensee undertakes not to transfer the licensed software to third parties, neither entirely nor any parts thereof; The Licensee agrees not to reproduce or modify the software, neither partially; therefore, the software shall not be duplicated for filing or back up purposes without getting a prior written

authorization by EW that exempts the Licensee from such limitation. In the same manner, manuals related to programs or other relevant documents or additional materials provided with the exclusive purpose of defining the specifications on how to use the software, cannot be copied nor transferred to third parties, neither entirely nor partially: such materials are protected by software copyrights referred therein; Neither a user license nor a distribution license implies the chance to duplicate the software, which is therefore, completely precluded. It is also forbidden for the Licensee to decompile the software or perform reverse engineering activities.

 

Duration

10. The license agreement shall be effective from the date of stipulation and the duration of the license shall have no time limitations, except for the TEMPORARY version license, which is valid for a limited period.

11. It is understood that if any of the provisions herein described are violated, EW will reserve the right to revoke the license/s granted at any time.

12. EW reserves the right to modify the terms and conditions of this license agreement by sending a recorded delivery letter to the Licensee with a prior notice of at least six months; in this case the Licensee is entitled to withdraw from the agreement by sending a registered letter within 90 days - on penalty of forfeiture of the right - after receiving the modification notice; in any case, the termination will only be effective from the date in which the modifications are made and under the assumption that they are actually carried out.

 

Delivery and installation

13. The Licensee is responsible for verifying that the licensed software is suitable for the intended results purposes: the Licensee who accesses EW’s software as provided by any of the procedures therein described, acknowledges and declares to have deliberately selected EW software and considers it to be suited to the needs for which he/she decided to make use of it,

accepting its aspects and operations.

14. The software shall become usable only after the user license is actually granted, therefore after correctly executing a series of operations required to access the software, following the different methods provided and permitted by EW. Under no circumstances shall EW be held liable for any delays in delivering the software due to force majeure events or to other causes

attributable to third parties.

15. The programs will always be installed at the expense and under the responsibility of the Licensee; Under no circumstances shall EW will held liable for any software malfunction that may be attributed, in any way, to errors or negligence during installation.

Warranty and liability

16. EW warrants that the software complies with the specifications and with the related software documentation provided by EW.  EW will not be held liable for the reliability of technical instructions or for advice that does not originate from the specifications provided by EW and that, in any case, is not provided by EW but rather by other subjects, who shall be the sole and exclusive liable parties.

17. EW does not warrant that the specification of the software will meet with the requirements of the Licensee or that its operation is free of interruptions or errors and neither guarantees that all software errors or defects can be always corrected. Furthermore, EW reserves the right to modify, correct or improve its licensed product and release any updates without being obliged to give prior notice to the Licensee. Such updates may involve the modification of several aspects and functions of the software itself. However, this will not affect the validity of these license agreements in any way, according to paragraph 12 above.

18. EW shall not be held liable for any software malfunctions of products that are not licensed by EW and that may be required for the correct operation of the programs.

19. Likewise, EW shall not be held liable for any licensed software malfunctions if the software is not updated with the latest version available for such licensed software product.

20. As long as it abides by binding laws, EW shall not be held liable for damages of any sort that are caused or linked to the use of licensed software, whatever the access method, except for a maximum value of 5% of the sum paid by the Licensee for acquiring the license. Moreover, the Licensee agrees that under no circumstance shall EW be held liable for missed profits or for any other claims set forth by third parties against the Licensee. EW will not be held liable for any damages suffered by the Licensee or by third parties with regard to the failed use or as a consequence of any damaging event, wearing-out or loss of hardware and, notwithstanding the provisions of Art. 1578 of the Italian Civil Code and subsequent articles, in relation to damages caused by defects in the original software or which occurred at a later time: under no circumstances shall EW be held responsible for any sort of damage linked and/or owing to quality and suitability defects, misuse or improper use of software or owing to defects of the facilities where the software operates. Any warranties offered by resellers or by subjects other than EW, with different terms and conditions as regard to the license conditions set out by EW, cannot bind EW in any way and therefore any consequent obligation will be at the exclusive expense of whoever provided such guarantees.

21. No assistance shall be provided, whether direct or indirect, to third-party end users whom the Licensee shall provide the Service given through the licensed software.

22. Assuming that contents can be transferred through EW software, please note that the Licensee shall always be liable for such contents that are generated by him/her; this means that only the Licensee, and never EW, will be the sole party responsible for any type of content that is transmitted, uploaded, published or sent by e-mail through the use of the software. EW cannot in any way and is neither responsible for monitoring the contents that are transmitted or disclosed through the software and, as a result, it does guarantee the lawfulness, truthfulness, correctness or quality of such contents.  The Licensee undertakes not to transmit, distribute or handle illicit contents (in the widest sense of the word) according to applicable laws, and contents that are in conflict with the right of use and/or to contractual provisions or agreements. Whenever technically possible and whenever EW is duly and explicitly authorized to view contents, EW reserves an unquestionable right to remove or reject illegitimate contents as stated above (without assuming any obligation) or remove contents that are illicit, slanderous, obscene, endangering  to people’s privacy or in any way reprehensible.

23. The Licensee who, by virtue of his/her power allows minors to access the software shall undertake to assist them and monitor them when accessing the software, and exempt EW against any possible liability derived from improper usage by the minor.

24. Subject to the due validity of the license, the software licensed shall allow the Licensee to give also to third parties access to video communication services that are provided through and represented by EW software. As regards the above mentioned third-parties and any possible claims set forth by the same while using the software, as well as the consequences that may arise  for the Licensee, EW and any third parties in connection with the shared use of the software, the Licensee shall be held unconditionally liable and shall in any case inform the above said parties that: the service they are using and the software that allows and manages such use, belongs to EW;  the use is in any case subject to the existing relationship between the Licensee and EW, meaning that any reason for suspension, interruption or revocation of license that is detrimental to the Licensee will

automatically constitute an interruption to the detriment of third-party users generated by the Licensee.

 

Termination of the agreement

25. EW reserves the right to revoke the license/s granted with immediate effect and can terminate this agreement in the following circumstances:

-The user license is transferred to third parties, considering the provisions of paragraph 29.

-The software contents are communicated to third parties

-The software and/or software documentation is copied

-The software is duplicated

-Reverse engineering.

-The software is decompiled

-Failure to comply with the hardware protection device (KEY)

-Failure to pay the agreed sums

-Failure to comply with the agreements herein described, even by third-party users, created or authorized by the Licensee. In these cases and under any other assumption of termination/revocation due to causes attributable to the Licensee, as compensation, EW shall be entitled to a payment corresponding to twice the amount of the license fee stated on the public

price-list, without jeopardizing any other entitlements to compensation for further damages.

26. If the license is terminated/revoked under any circumstance, EW is authorized to immediately prohibit the use of the software; the Licensee shall cancel any data or application related EW software immediately and shall quickly return any authorized copies to EW, as well as any other relevant material.

27. The license may be revoked and agreement terminated also in the event of insolvency proceedings against the Licensee.

28. The agreement termination and the consequent license revocation can also take place without prior notice and, where possible, by means of a conclusive action, meaning the actual deactivation of the ID and Password of the Licensee and/or the termination or interruption of any hosting services of the licensed software provided by EW.

 

Software ownership

29. The software will remain the sole and exclusive property of EW: the Licensee may not sell the software nor its contents and may not transfer the user license (this prohibition involves and prevents transferring the formal user license, in its autonomous nature, as this activity is reserved exclusively to EW, however it does not prevent the substantial use of video conference services - granted by EW software - by third parties who have been allowed to use the software by the Licensee); considering the above, it is clear (and the Licensee agrees) that the service provided by the software and used by third parties who are authorized by the Licensee, is subject to the existence and validity of the Licensee’s user license: if the validity of the user

license ceases for any reason whatsoever, the Licensee will no longer be entitled to grant its use to any third party, in any way. It is therefore understood that the third-party end user of the Service remains an exclusive user of the system, nevertheless, despite not benefiting from an independent EW software license, he/she must comply with the applicable license terms and

conditions herein described. In any case, the Licensee who holds an independent software license, will be always held personally liable for improper software use by third-party users who are authorized by the Licensee himself.

30. All trademarks, whether registered or not, or any distinctive logo affixed on the software or on its documentation are and shall remain the exclusive property of EW; Unless explicitly authorized in writing by EW, the Licensee may not publish the Service nor use the licensed software substituting EW trademarks or logos with its own brand names. The Licensee’s trademarks shall not contain any references to EW trademarks, unless authorized in writing by EW beforehand.

31. The user license does not give any entitlements to the original source software. Techniques and procedures stated on the software and on relevant documentation are information under trade secret, which is the exclusive property of EW and must not be disclosed; this information cannot be used for any purpose other than for using the software.

32. The Licensee (also on behalf of its employees, collaborators or any third-party user) undertakes to take all necessary measures to guarantee strict confidentiality of all programs and relevant documents, hence preventing third parties from using or consulting (even occasionally) the software and its relevant documentation. more specifically, in order to fulfill such confidential obligations, the Licensee undertakes to use directives, agreements, guidelines or any other suitable means to take

all the necessary precautions with all its employees/collaborators who have access to licensed materials.

33. The Court of Modena, Italy will settle any disputes or disagreements regarding the interpretation or execution of the terms and conditions herein described. The General Conditions herein described and the relationship between EW and the Licensee are regulated by the laws of the Italian Republic.

34. Signing the agreement and completing the series of operations required to access the software successfully, imply that the Licensee is aware of the license terms and conditions.

35. The license conditions herein described and any possible activation conditions, constitute the sole and exclusive agreement between the Licensee and EW, and regulate the use of the software in any way in which is accessed and supersedes any possible prior agreement made between the Licensee and EW. The Licensee shall comply with any additional General Conditions related to the use of service or linked to the contents of third parties or relative to software rules of use of third parties. In the event that EW fails to exercise any of its rights, this shall not be interpreted as a waiver of such right. If one or more provisions of the terms and conditions are declared invalid, the parties agree that the entire agreement shall not be considered null and void, but instead the clause considered null shall be removed and therefore the agreement shall remain fully effective as far as the clause/s at issue is/are not deemed essential to the existence of the agreement.