Everyware Software Framework End User License Agreement
This End User License Agreement (“EULA”) is entered into by and between the customer (“Licensee”), either an individual or a company or organization, and Eurotech S.p.A., an Italian joint stock company, with registered office in Amaro, Via Fratelli Solari 3/a, Udine, Italy, (“Eurotech” or “Licensor”).
Please read this EULA carefully before downloading or using the software accompanying this license. By selecting the “Accept EULA” button or by downloading or using the software, as applicable, you are agreeing to be bound by all terms and conditions of this EULA. If you are not willing to be bound by the terms of this EULA, do not select the “Accept EULA” button or download or use the software.
Now, therefore, in consideration of the premises and the mutual covenants contained herein, Eurotech and Licensee agree as follows:
1. Eurotech Software License1.1. License Terminology
“Software” refers to Eurotech’s Everyware Software Framework (ESF), in object code form.
1.2. License Grant
Subject to the terms and conditions set forth in this EULA, Eurotech hereby grants to Licensee, and Licensee accepts from Eurotech, a non-exclusive, non-transferable, limited, revocable, free of charge license for non-professional use of the Software during the term of this EULA in accordance with the uses authorized under section 1.3 “License Use” and the limitations listed in section 1.4 “License Restrictions” and in section 1.5 “Export Controls”.
1.3. License Use
a) Licensee agrees to use the Software only for the non-professional purpose of developing, testing, prototyping or demonstrating (“License Use”).
b) Licensee agrees to use the Software in compliance with all applicable laws, including local laws of the country or region in which Licensee resides or in which Licensee downloads or uses the Software.
c) Licensee may reproduce the Licensed Materials solely for personal, non-professional License Use, provided that all titles, trademarks, trade names, copyright notices, and other proprietary notices of Licensor are retained by Eurotech.
d) In addition to the copy made to proceed to installation under this Section, Licensee may make one copy of the Software solely for backup and archival purposes, provided that Licensee must reproduce and include the copyright and trademark notices and any other notices that appear on the original Software.
1.4. License Restrictions
a) Licensee may not use the Software for any business, commercial or production purposes.
b) Licensee may not use the Software for any benchmarking, scalability assessment or similar purposes.
c) Licensee may not use the Software for any competitive analysis.
d) Licensee may not distribute, sell, license, sublicense, lease, assign, rent, lend or otherwise transfer to third parties the Software, any copy thereof, in whole or in part, without Eurotech’s prior written consent.
e) This License does not grant Licensee any rights to use Eurotech proprietary interfaces and other intellectual property in the design, development, manufacture, licensing or distribution of third-party devices and accessories, or third party software applications; however, some of those rights may be available under separate licenses by Eurotech.
f) Licensee shall not (and shall not allow any third party to):
i. copy (except as expressly permitted in this EULA), or otherwise reproduce the Software, or any part thereof;
ii. distribute, publicly display, publicly perform the Software;
iii. decompile, reverse engineer, disassemble, attempt to reconstruct, decrypt, or derive the source code, underlying ideas, algorithms, file formats, programming or interoperability interfaces of the Software by any means whatsoever;
iv. modify or create derivative works of the Software.
g) Licensee shall not use the Software to reproduce any third-party materials that Licensee is not authorized or legally permitted to reproduce.
i) Licensee shall not use the Software to provide third party training.
j) Licensee acknowledges that many features of the Software transmit data and could impact charges to Licensee data plan (if any), and that Licensee (where applicable) is responsible for any such charges.
1.5. Export Controls
Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Software . Licensee agrees that such export control laws govern the use of the Software (including technical data), and agrees to comply with all such export laws and regulations (including "deemed export" and "deemed re-export" regulations). Licensee agrees that no data, information, program and/or materials resulting from the usage of the Software (or direct products thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
Accordingly, Licensee agrees the following:
a) Licensee will not download, provide, make available or otherwise export or re-export the Software, directly or indirectly, to countries prohibited by applicable laws and regulations nor to citizens, nationals or residents of those countries.
b) Licensee is not listed on the United States Department of Treasury lists of Specially Designated Nationals and Blocked Persons, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, nor is listed on the United States Department of Commerce Table of Denial Orders.
c) Licensee will not download or otherwise export or re-export the Software, directly or indirectly, to persons on the above mentioned lists.
d) Licensee will not use the Software for, and will not allow the Programs to be used for, any purposes prohibited by applicable law, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction.
2. Proprietary RightsEurotech (or its licensors, as the case may be) shall retain all ownership and intellectual property rights, title and interest, including all patent rights, trade secrets, copyrights and trademarks, in and to the Software and all derivative works and reserves all title and rights not expressly granted to Licensee herein.
The Licensee is not entitled to modify or remove any copyright notices, labels and/or version numbers or other marks of Eurotech from the Software.
3. Termination 3.1. Termination
Licensee may terminate this EULA by destroying all copies of the Software. This EULA shall automatically terminate without notice if Licensee fails to comply with any of the terms of this EULA, in which case Licensee shall promptly destroy all copies of the Software. Termination is not an exclusive remedy, and all other remedies will be available whether or not this EULA is terminated.
The following provisions of this EULA shall survive its termination: section 2, 4, 5.
Eurotech reserves the right to conduct audits or verifications in order to determine whether Licensee’s use of the Software is compliant with this agreement.
4. Warranty and Disclaimers4.1. Warranty
THIS SOFTWARE AND THE ACCOMPANYING FILES ARE LICENSED "AS IS" AND WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS BETTER SPECIFIED IN ARTICLE 4.2 BELOW.. EUROTECH DOES NOT REPRESENT OR WARRANT THAT ERRORS IN THE SOFTWARE WILL RUN ERROR-FREE.
LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ITS USE OF THE SOFTWARE AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THE SOFTWARE IS AT ITS SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH LICENSEE.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND SERVICES ARE PROVIDED "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND EUROTECH AND EUROTECH'S LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. LICENSEE MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERMISSIBLE DURATION. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE.
EUROTECH AND ITS LICENSORS DO NOT WARRANT AGAINST INTERFERENCE WITH LICENSEE ENJOYMENT OF THE SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SOFTWARE WILL MEET LICENSEE REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY THIRD-PARTY SOFTWARE, APPLICATIONS OR THIRD-PARTY SERVICES. EUROTECH MOREOVER WARNS THAT INSTALLATION OF THIS SOFTWARE MAY AFFECT THE AVAILABILITY AND USABILITY OF THIRD-PARTY SOFTWARE, APPLICATIONS OR THIRD-PARTY SERVICES, AS WELL AS EUROTECH PRODUCTS AND SERVICES.
LICENSEE FURTHER ACKNOWLEDGES THAT THE SOFTWARE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OF THE SOFTWARE ITSELF OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN THE CONTENT WHEREOF, OR ANY DATA OR INFORMATION PROVIDED BY THE SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EUROTECH OR A EUROTECH AUTHORIZED REPRESENTATIVE SHALL CREATE, MODIFY, EXTEND OR ADD TO ANY WARRANTY OR MODIFY ANY WARRANTY DISCLAIMERS.
4.3. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EUROTECH, ITS AFFILIATES, AGENTS, PRINCIPALS, OR LICENSORS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA (INCLUDING WITHOUT LIMITATION COURSE INSTRUCTIONS, ASSIGNMENTS AND MATERIALS), BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO LICENSEE’S USE OR INABILITY TO USE THE SOFTWARE OR ANY THIRD -PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF EUROTECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL THE TOTAL LIABILITY OF EUROTECH OR EUROTECH’S LICENSORS TO LICENSEE FOR ALL SUCH DAMAGES EXCEED THE AMOUTN OF USD 10.. The foregoing limitations will apply even if the above-stated remedy fails of its essential purpose.
5. Governing Law and Jurisdictiona) Unless otherwise provided, the present EULA is governed by the Laws of Italy, with the exclusion of the Vienna Convention on the International Sale of Goods and of the Laws of conflicts.
b) In case of a dispute caused by or raised in relation to this EULA, the controversy shall be submitted exclusively to the competent Court where Eurotech has its registered office.
c) Notwithstanding the above mentioned provisions, if Eurotech is involved in a controversy by a third party initiative, it will be entitled to take the Licensee in front of the proceeding judge, and to apply the Laws in force in the country where the controversy is pending. Notwithstanding the above mentioned provisions, the Eurotech is always entitled to start the procedure in front the Licensee’s competent court, and ask the Licensee’s country Laws in force to be applied.
6. SupportUnless Eurotech’s support regarding the Software, if any, is expressly included in a separate, current support agreement between Licensee and Eurotech, Eurotech’s technical support organization will not provide any technical support, phone support, or updates for the Software provided under this EULA.
7. Final Provisionsa) Nothing contained in this EULA shall be construed to limit Eurotech’s rights to modify the Software.
b) Eurotech is an independent contractor and is is understood that no partnership, joint venture or agency relation exists with the Licensee.