Rp Software Lincese Agreement

INTRODUCTORY INFORMATIONS FOR THE LICENSEE

This software license agreement (hereinafter, “Agreement”) is executed by and between you (hereinafter, “Licensee”) and Rational Production S.r.l. (C.F. e P. IVA 02662870167), a company organized and existing under the laws of Italy, having its registered office in (24061) Albano S. Alessandro (BG), Via L. Galvani, n. 7/H, Italy (hereinafter, “Licensor” and/or “RP”) that owns the RP Software (as defined below) that you are accessing (hereinafter, Licensor and Licensee shall be collectively referred to as “Parties”).

If Licensee is entering into this Agreement not as an individual but on behalf of a company (private or public), government, or other entity on behalf of which is acting (for example, as an employee or governmental official), then Licensee shall mean Licensee’ company, government or other entity and Licensee is binding Licensee’s company, government, or other entity to this Agreement.

By clicking on the “I agree” icon that is presented to Licensee at the beginning of the RP Software’s installation process (hereinafter, “Effective Date”) and/or, in any case, by using or accessing the RP Software, Licensee indicates its assent to be bound by this Agreement and, moreover, Licensee further declares to:

  • have carefully read and understood the terms and conditions of this Agreement, accepting to be bound by the provisions established therein;
  • have carefully read, understood, and specifically approve pursuant Articles 1341-1342 of the Italian Civil Code the Articles listed at the bottom of this Agreement that will be reported [to define and include a mechanism on the RP’s web site that allows the specific approval of the so called “clausole vessatorie”];
  • acknowledge that Licensor is agreeing to enter into this Agreement relying on the covenants, representations and warranties included in this Agreement and on the fundamental and essential assumption of their correctness and truthfulness;
  • acknowledge that RP may modify this Agreement from time to time, subject to the terms of the Article 22.3 (Changes to this Agreement).

[RP to review in full and confirm taking into account the modality to which the license agreement will be submitted to the Licensee]

WHEREAS

  1. Licensor is one of the industry leaders in the business of projecting, manufacturing, and commercialization of the thermo-refrigerated trolley for meal distribution on trays (hereinafter, “Products”);
  2. On the basis of the know-how developed by RP during many years of study and operation in the business and, specifically, on the Products, Licensor has created, developed, and exclusively owns a software that allow the remote programming and control of various parameters of certain Products. Furthermore, Licensor conceived and developed, through the use of the RP Software, an integrated service of hardware and software to remotely monitor the measured values through IT systems from certain RP’s Products (hereinafter, collectively, “RP Software”).
  3. The Licensee - directly or through any of the RP’s authorized distributor (hereinafter, “Distributor”) - is a professional individual (not included in the category of so-called “consumatori”) or a (public or private) entity that purchased the Products for its professional purposes;
  4. In order to take advantage of the services available on certain Products through the RP Software, the Licensee is required to sign and accept this Agreement and register and exchange information through accounts on this website managed by Licensor (hereinafter, “Website”); [RP to verify and confirm]
  5. All this having been said, with the understanding that the Premises and the Annexes form an integral and essential part of this Agreement.

THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS

1.1 In this Agreement, the expressions beginning by capital letters set out herein shall have the meaning specifically ascribed thereto herein below, unless the context otherwise requires and it being understood that the words defined in the singular form shall include the plural form and vice versa.

  • “Additional Fee” has the meaning set forth in Article 4.1.2 of this Agreement.
  • “After Installation Assistance” has the meaning set forth in Article 5.2.1 of this Agreement.
  • “After Installation Assistance Hours” has the meaning set forth in Article 5.2.2 of this Agreement.
  • “Agreement” means this Agreement and its Annexes as amended from time to time in writing by the Parties.
  • “Cap” has the meaning set forth in Article 15.4.1 of this Agreement.
  • “Confidential Information” means any technical data and/or technical information concerning the RP Software and/or Products, any information concerning the business or affairs of the Licensor, including information relating to customers, clients, suppliers, distributors, investors, lenders, consultants, independent contractors or employees, price lists and pricing policies, financial statements and information, budgets and projections, business plans, production costs, market research, marketing, sales and distribution strategies, manufacturing techniques, processes and business methods, technical information, pending projects and proposals, new business plans and initiatives, research and development projects, inventions, discoveries, ideas, technologies, trade secrets, know-how, formulae, designs, patterns, marks, names, improvements, industrial designs, works of authorship and other Intellectual Property (as defined below), devices, samples, plans, drawings and specifications, photographs and digital images, computer software and programming, all other confidential information and materials relating to the businesses or affairs of the Licensor, whether in verbal, written, graphic, electronic or any other form and whether or not conceived, developed or prepared in whole or in part by the Licensor.
  • “Contents” has the meaning set forth in Article 9.1 of this Agreement.
  • “Cloud Installation” has the meaning set forth in Article 3.1.2 of this Agreement.
  • “Cloud Installation Manual” has the meaning set forth in Article 3.1.2 of this Agreement.
  • “Distributor” has the meaning set forth in Premise (iii) of this Agreement.
  • “Effective Date” has the meaning set forth in the introduction of this Agreement.
  • “First License Term” has the meaning set forth in Article 16.1 of this Agreement.
  • “Fee” has the meaning set forth in Article 4.1.1 of this Agreement.
  • “Force Majeure Event” means, by way of example, fire, flood, earthquake, pandemic, elements of nature or acts of God, malfunctions attributable to the supplier of Third-Party components on which the functionality of the RP Software depends (for example, but not limited to, the service provider Microsoft), acts of war, acts of terrorism, labor strike, compliance with any law, regulation, or order of any governmental authority, or any other similar cause beyond Parties reasonable control. Force Majeure Events shall not include any failure by a Party to make payments when due.
  • “Installation Assistance” has the meaning set forth in Article 5.1.1 of this Agreement.
  • “Installation Assistance Hours” has the meaning set forth in Article 5.1.2 of this Agreement.
  • “Installation Kit” has the meaning set forth in Article 4.2.1 of this Agreement.
  • “Intellectual Property” means (a) inventions (whether patentable or unpatentable and whether or not reduced to practice), improvements thereto, and patents, patent applications and patent disclosures; (b) trademarks, service marks, trade dress, logos, trade names and corporate names, together with translations, adaptations, derivations and combinations thereof and including goodwill associated therewith, and applications, registrations and renewals in connection therewith, whether registered or not; (c) copyrightable works, copyrights, and applications, registrations and renewals in connection therewith; (d) trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals); (e) computer software (including data and related documentation); (f) other proprietary rights; and (g) copies and tangible embodiments (in whatever form or medium) of any of the foregoing.
  • “License” has the meaning set forth in Article 2.1 of this Agreement.
  • “License Term” has the meaning set forth in Article 16 of this Agreement.
  • “Licensee R&W” has the meaning set forth in Article 14.1 of this Agreement.
  • “Licensor R&W” has the meaning set forth in Article 13.1 of this Agreement.
  • “Licensee Products Data” has the meaning set forth in Article 8.2 of this Agreement.
  • “License Restrictions” has the meaning set forth in Article 2.3 of this Agreement.
  • “Products” has the meaning set forth in the Premise (i) of this Agreement.
  • “Renewal Period” has the meaning set forth in Article 16.2 of this Agreement.
  • “RP Software” has the meaning set forth in Premise (ii) of this Agreement.
  • “Third Party” means any entity (natural or legal person) other than a Party.
  • “Server Installation” has the meaning set forth in Article 3.1.1 of this Agreement.
  • “Server Installation Manual” has the meaning set forth in Article 3.1.1 of this Agreement.
  • “Technical Suspensions” has the meaning set forth in Article 12.1 of this Agreement.
  • “Website” has the meaning set forth in Premise (iv) of this Agreement.

2. SCOPE OF THE AGREEMENT AND RESTRICTIONS

2.1 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee - who accepts - a temporary, revocable, onerous (as defined below), non-exclusive, non-sub licensable and non-transferable license to use the RP Software during the License Term (hereinafter, “License”). The list of the Products that support the use of the RP Software in attached hereto as Annex 1.

2.2 The Parties hereby acknowledge and agree that Licensor will retain all right, title and interests (including all RP Intellectual Property rights) in and to the RP Software and to any of its (tangible or intangible) components including but not limited to RP Software’s source code, underlying ideas, algorithms, app, file formats and any other items related to the RP Software.

2.3 Unless specifically authorized in writing by the Licensor, the Licensee shall not:
  1. reproduce, modify, adapt, copy, or create derivative works of the RP Software or any part of the RP Software;
  2. rent, lease, distribute, sell, sublicense, transfer or provide access to the RP Software to any Third Party;
  3. use the RP Software for the benefit of any Third Party;
  4. incorporate the RP Software into a product or service different than the Products;
  5. interfere with any license key mechanism in the RP Software or otherwise circumvent mechanism in the RP Software intended to limit the use the RP Software;
  6. reverse engineer, disassemble, decompile, translate the RP Software (or any of its components) or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats of the RP Software;
  7. remove or obscure any proprietary or other notices contained in the RP Software;
  8. use the RP Software for competitive analysis or to build similar and/or competitive products to the RP Software or to the Products;
  9. publicly disseminate information regarding the performance of the RP Software or the Products; or
  10. encourage or assist any Third Party to do any of the foregoing.

(hereinafter, collectively, “License Restrictions”)

3. RP SOFTWARE INSTALLATION

3.1 During the registration procedure, Licensee will elect the installation’s modality of the RP Software between, alternatively:

3.1.1 Server Installation:

  1. The technical instructions for the installation (do-it-yourself) of the RP Software on the Licensee’s server (hereinafter, “Server Installation”) will be provided for within the installation manual that will be made available to the Licensee at [RP to complete] (hereinafter, “Server Installation Manual”). In case of any contrast between the provisions of the Server Installation Manual and the provisions provided for in this Agreement, the latter will prevail.
  2. The Licensee hereby acknowledges, agrees, and accepts that, in case of a Server Installation:
  3. all the activities related or connected to the maintenance and/or management of the server infrastructure and/or the data back-up shall be the sole responsibility of the Licensee (with no responsibility or cost attributable to the Licensor);
  4. all the activities related or connected to the addressing of the RP Software’s mobile app and/or web app towards the IP addresses of the Licensee’s internal server, including the management of firewall ports or any VPN, shall be the sole responsibility of the Licensee (with no responsibility or cost attributable to the Licensor).
  • During the registration procedure, the Licensee is also required to select the version of the RP Software that will be licensed. In case the Licensee selected a Sever Installation, the RP Software will be available to the Licensee in the following versions:
    1. Communicator Basic; and
    2. Communicator Premium

3.1.2 Cloud Installation:

  1. The technical instructions for the installation (do-it-yourself) of the RP Software on cloud (hereinafter, “Cloud Installation”) will be provided for within the installation manual that will be made available to the Licensee at [RP to complete] (hereinafter, “Cloud Installation Manual”). In case of any contrast between the provisions of the Cloud Installation Manual and the provisions provided for in this Agreement, the latter will prevail.
  2. During the registration procedure, the Licensee is also required to select the versions of the RP Software that will be licensed. In case the Licensee selected the Cloud Installation, the RP Software will be available to the Licensee in the following versions:
    1. Communicator Basic; and
    2. Communicator Premium

4. LICENSE FEES AND DELIVERY

4.1 Fee:

4.1.1 As a consideration for the License, Licensee agrees to pay to Licensor a fee determined in accordance with the table attached hereto as Annex 2 (hereinafter, “Fee”) and made available to the Licensee during the registration procedure. Once the registration procedure is correctly completed by the Licensee, the Fee due will be determined based on (among others) the number of Products’ unit, the versions of the RP Software selected by the Licensee during the registration procedure and, with regard the First License Term, the number of months remaining from the Effective Date to the end of the First License Term.

4.1.2 The Licensee acknowledges that, each License will enable the Licensee to install and register up to a maximum number of Products’ unit equal to n. 150. In case the Licensee shall need to apply and register for additional Products unit, the Licensee shall be required to proceed as following:

  1. provide Licensor with a formal request through a dedicated page on the Website;
  2. pay to Licensor an additional fee (hereinafter, “Additional Fee”) in accordance with the table attached hereto as Annex 3.

4.1.3 All amounts due and payable by Licensee hereunder exclude any taxes or duties payable in respect of the RP Software in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by the Licensor, Licensee shall pay to Licensor the amount of such taxes or duties in addition to any fees due under this Agreement. Licensee shall pay all the amount due and payable hereunder net of any applicable taxes or duties.

4.1.4 For avoidance of any doubt, the Parties acknowledge and agree that the Fee shall cover only and exclusively the following services: (a) License; (b) Installation Hours; (c) After Installation Hours; and (d) RP Software’s updates and modifications eventually made pursuant Article 7 if performed during the License Term.

4.1.5 Licensee - at completion of the registration procedure and after the acceptance of this Agreement - shall be required to immediately pay in full the Fee to the Licensor according to [credit card or bank transfer]. [RP to describe in details the modalities and option that will be available to the Licensee on the Web Site in order to pay the Fee].

4.1.6 In no case the Licensee shall be entitled to suspend and/or delay (in full or in part) the payment of the Fee, nor shall he be entitled to make any set off or compensations with any eventual claim towards Licensor. All amounts due and payable by Licensee hereunder but not paid on the due date thereof shall bear interests at the rate envisaged by the Legislative Decree 231/2002 and subsequent modifications.

4.1.7 In case the Licensee will delay the payment (in full or in part) of any fee or amount due to Licensor pursuant this Agreement, the Licensor - in addition to all the other remedies provided for by this Agreement and/or any applicable law - shall be entitled to immediately suspend any right of the Licensee to use the RP Software.

4.2 Delivery:

4.2.1 Whenever applicable, Licensor shall deliver to Licensee the license keys, USB and any other components or information necessary for the installation and the use of the RP Software (hereinafter, “Installation Kit”) no later than [RP to complete] days after the receipt of the payment in full of the Fee.

5. TECHNICAL ASSISTANCE

5.1 Installation Assistance:

5.1.1 Subject to the payment in full of the Fee, Licensor undertakes to provide to Licensee (in remote or by means of its Distributor) reasonable assistance in the installation process of the RP Software (hereinafter, “Installation Assistance”).

5.1.2 Licensor undertakes to provide to Licensee up to a maximum aggregate number of hours equal to [RP to complete] of Installation Assistance, that the Parties hereby formally agree to be sufficient to adequately assist Licensee in every matter related to the installation of the RP Software (hereinafter, “Installation Assistance Hours”). The consideration due to Licensor for the Installation Assistance Hours is already included in the Fee.

5.1.3 In case the Licensee shall request to Licensor for additional Installation Assistance Hours, the Licensor (at its discretion) may decide to carry out such additional Installation Assistance, provided however that Licensee shall be required to pay to Licensor an extra fee equal to Euro [RP to complete] for each additional Installation Assistance Hour.

5.2 After Installation Assistance:

5.2.1 Subject to the payment in full of the Fee, Licensor undertakes to provide to Licensee (in remote or by means of its Distributor) reasonable after installation assistance on the RP Software (hereinafter, “After Installation Assistance”).

5.2.2 Licensor undertakes to provide to Licensee up to a maximum aggregate number of hours equal to [RP to complete] of After Installation Assistance, that the Parties hereby formally agree to be sufficient to adequately assist Licensee in every matter related to the RP Software (hereinafter, “After Installation Assistance Hours”). The consideration due to Licensor for the After Installation Assistance Hours is already included in the Fee.

5.2.3 In case the Licensee shall request Licensor for additional After Installation Assistance Hours, the Licensor (at its discretion) may decide to carry out such additional After Installation Assistance, provided however that Licensee shall be required to pay to Licensor an extra fee equal to Euro [RP to complete] for each additional After Installation Assistance Hour.

6. LICENSEE OBLIGATIONS

6.1 In addition to the other Licensee’s obligations provided for by this Agreement and by any applicable law, Licensee shall strictly comply with the following:

6.1.1 Licensee shall be the sole responsible for ensuring that its system (and all its system’s components) meet (for the entire License Term) the hardware, software, and any other applicable system’s requirements for the use of the RP Software. In any case, Licensor shall not have any obligations or any responsibility with regard any issues caused by the use by the Licensee of any hardware, software or components not provided by Licensor.

6.1.2 Licensee shall promptly and correctly update all the components of the RP Software as instructed from time to time by the Licensor during the License Term. In any case, Licensor shall not have any obligations or any responsibility with regard any issues and/malfunctions caused, related, or connected to the fact that the Licensee has not timely complied with its obligation under this Article 6.1.2.

6.1.3 Licensee shall be the sole responsible for ensuring that the type of Products purchased (directly or indirectly) from the Licensor is a model of Products endowed with the connectivity option and, therefore, suitable for the use of the RP Software.

6.1.4 With regard to each eventual Renewal Period, the Licensee - in case of a Server Installation - shall be required to promptly download the specific license file made available on the Website and update it on their Server Installation. In case the Licensee will not promptly and diligently comply with such obligation the RP Software will not be able to operate.

7. REPLACEMENT, MODIFICATION AND UPDATING OF THE RP SOFTWARE

7.1 Licensor, at any time during the License Term, may (at its sole discretion) replace, modify, or update the RP Software and any of its components. Any replacement, modification and updating shall be considered an integral part of the RP Software and, therefore, shall be deemed to be subjected to the terms and conditions of this Agreement.

7.2. In the event that any replacement, modification or update of the RP Software shall require any action by the Licensee, Licensor will send to Licensee a notification of the replacement, modification or update performed in which it will also indicate the action/s that the Licensee will have to execute. Licensee shall immediately comply with any action request received by the Licensor and Licensor shall not have any obligations or any responsibility with regard any issues and/malfunctions caused, related or connected to the fact that the Licensee has not timely complied with its obligation under this Article 7.2.

8. PRIVACY TERMS AND DATA COLLECTION

8.1 Privacy terms and data collection with regard to Licensee:

8.1.1 [RP to describe in detail the Licensee personal data that will be stored or managed during the registration procedure and/or with regard the cloud/app/web site and the privacy policy applicable to the treatment of such data] [moreover, we suggest to insert a link to RP’s privacy informative policy currently in place].

8.2 Privacy terms and data collection with regard to the Licensee’s Products Data:

8.2.1 Licensor shall be entitled to collect and store certain data and information in connection with the Licensee’s use of the RP Software and the Products such as [RP to complete with the indication of the data that will be collected] (hereinafter, “Licensee Products Data”).

8.2.2 Licensee acknowledges and confirms that the Licensee Products Data shall not be considered “sensible” for the purposes of the GDPR - Reg UE 2016/679 (and/or any other applicable law or regulations related to the data collection) and hereby expressly authorize the Licensor to the collection and use of such data for the following purposes [RP to complete]. The Licensee Products Data will be collected and stored in the Licensor’s archive for a maximum period of 3 (three) years.

8.2.3 No later than 5 (five) days after the termination (for any cause) of this Agreement and subject to Article 8.2.2 above, the Licensee shall be entitled to request in writing to Licensor for a copy of the Licensee Products Data, provided, however, that the Licensor shall be entitled to retain a copy of such Licensee Products Data.

8.2.4 In any case, the Licensor makes no representations and warranties (express or implied) with regard to the truthfulness, completeness and reliability of the Licensee Products Data as collected by the RP Software (or any other data collected by the RP Software) and stored by the Licensor.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 The Licensee acknowledges that the RP Software, app, information, data, photographs, graphics, videos, styles, music, sounds, images, illustrations, drawings, icons and any other content available to the Website with the sole exception of [RP to complete if any] (hereinafter “Contents”) are solely and exclusively owned by the Licensor and constitute Confidential Information protected by Intellectual Property laws. The reproduction or saving of the Contents, in all forms other than those permitted by this Agreement, is therefore strictly prohibited. [RP to verify and confirm]

9.2 Licensor respects the Intellectual Property rights that it does not own and requires the Licensee to do the same.

10. USE OF THE WEB SITE

10.1 The Licensee shall use the Website only and exclusively for purposes of this Agreement and shall not interfere in any way with the RP Software, the Contents and, in general, with the any of the functionality of the Website.

10.2 The Licensee shall not use the Website for any speculative, false, fraudulent, in violation of anti-money laundering regulations or in any case prohibited by any applicable laws and regulations.

10.3 The Licensee declares to be of age required to assume the obligations and responsibilities resulting from the use of the Website and the RP Software.

10.4 The Licensee agrees to indemnify and hold harmless Licensor, its successors and assigns from and against any claim made by any Third Parties (including any Third Party provider) in any case connected to the use of the Website and/or the RP Software by the Licensee.

11. EXTERNAL LINKS

11.1 In addition to internal references, the Website contains or may contain links to external services and resources, including those of the Third Party’s provider. By clicking on external links on the Website, the Licensee will be required to respect the privacy policies and general conditions of use of these sites.

11.2 Licensor does not guarantee or assume any responsibility for the completeness or accuracy of the content or information contained on the websites of these external services and resources. Licensor does not guarantee and has no responsibility for the content, availability, functioning and fulfilments of any website to which the Website can be connected or through which it can be accessed.

12. TEMPORARY SUSPENSION OF THE SERVICE

12.1 The License and the use of the RP Software may undergo temporary suspensions due to scheduled maintenance activities (hereinafter, “Technical Suspensions”). Expect in case of urgency, the Technical Suspensions will be communicated to the Licensee with at least [7 (seven)] days’ prior notice.

12.2 Licensee shall not be entitled to any refund of the Fees (or Additional Fee) due to the Technical Suspension and in no case the Licensor shall be held liable for any eventual cost, expenses, liability or damage incurred by the Licensee as a consequence of:

  1. a Technical Suspension;
  2. a suspension of the services that is determined by a Third Party (by way of example, but not limited to, the malfunction attributable to the Third Party providers such as Microsoft); or
  3. a Force Majeure Event.

13. REPRESENTATION AND WARRANTIES OF LICENSOR

13.1 Licensor represents and warrants as follows:

13.1.1 The Licensor has full power, authority, and legal capacity to execute this Agreement and to perform the Licensor’s obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Licensor, enforceable against the Licensor in accordance with the terms of this Agreement.

13.1.2 For the entire duration of the License Term, the Licensor will take reasonable commercial efforts to ensure that the RP Software will be free of any viruses, malware, or other harmful code.

(hereinafter, collectively, “Licensor R&W”)

13.2 Limited Licensor R&W:

13.2.1 To the maximum extent permitted by the applicable law, Licensor - except for the representations and warranties set forth in Article 13.1 - makes no representation, warranty or guarantee, expressed or implied (including implied warranties of merchantability, quality, sustainability, accuracy or completeness, fitness for a particular purpose and non-infringement) concerning the RP Software and its use and all other guarantees, warranties, conditions and representations, either express or implied, are excluded.

13.2.2 In particular, Licensor makes no representation, warranty or guarantee that (a) the use of the RP Software will be secure, timely, uninterrupted or error-free; and/or that (b) the RP Software will operate in combination with any other software, hardware, system or data; and/or that (c) the use of the RP Software will determine any better, particular or specific performance and/or results of the Products.

14. REPRESENTATION AND WARRANTIES OF THE LICENSEE

14.1 Licensee represents and warrants as follows:

14.1.1 The Licensee has full power, authority, and legal capacity to execute this Agreement and to perform the Licensee’s obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Licensee, enforceable against the Licensee in accordance with the terms of this Agreement.

14.1.2 The Licensee acknowledges that the Licensor is the sole and exclusive owner of the RP Software along with RP Software’s source code, underlying ideas, algorithms, apps, file formats and any other (tangible and intangible) items related to the RP Software and, therefore, represents and warrants that it will not in any way challenge RP’s ownership right on the RP’s Software and any RP Software’s source code, underlying ideas, algorithms, apps, file formats and any other (tangible and intangible) items related to the RP Software.

14.1.3 Licensee system possesses and/or is duly authorized to use (for the entire License Term) all the hardware, software, and system requirements necessary for the proper installation and use of the RP Software.

14.1.4 All information provided by the Licensee to Licensor for the purposes of this Agreement are true, accurate, complete, and current and, furthermore, all the information and data transmitted to Licensor (thought the Web Site or otherwise) during the License Term:

  1. do not in any way violate Confidential Information and/or Intellectual Property rights of any Third Party;
  2. are not false or altered, also through unauthorized interventions on the hardware device from which the data and the information originate; and
  3. are in lawful and legitimate availability of the Licensee.

(hereinafter, collectively, “Licensee R&W”)

15. INDEMNIFICATION

15.1 Indemnification of the Licensor:

15.1.1 Subject to the terms and conditions of this Agreement, the Licensor shall indemnify and hold harmless the Licensee from and against any loss, cost, liability or damage, directly and indirectly (including loss, cost, liability or damage related to Third Party claim), relating to, in connection with or arising from any material breach of any of the Licensor R&W.

  1. 15.2 Excluded Claims:15.2.1 The Licensor shall not have any indemnification obligation with regard to claims:caused or related (in full or in part) to any breach of the Licensee of the Licensee R&W, License Restrictions or any Licensee’ obligations under the Agreement;
  2. caused or related (in full or in part) to any breach of the Licensee of the Server Installation Manual or the Cloud Installation Manual;
  3. caused by or related to any Third Party product or services (whether support, availability, security or otherwise) or for the acts or omission of any Third Party providers or vendors;
  4. related to RP Software errors occurred due, by way of example, (i) to the interaction and/or incompatibility of the RP Software with other software components and/or with the others software and/or hardware used by the Licensee; (ii) to the environmental conditions of the premises where the RP Software is operated or stored and/or (iii) to incomplete data and/or data incorrectly uploaded by the Licensee.
  5. [●].

15.3 Consequential damages waiver:

15.3.1 To the maximum extent permitted by the applicable law, Licensor shall not have any liability arising out of or related to this Agreement for any indirect damage or cost such as consequential, incidental, indirect, special or punitive damage, including loss of future revenue, income or profits, diminution of value, loss of business reputation and/or opportunity, legal fees and/or legal costs.

15.4 Licensor’s liability Cap:

15.4.1 In any case, Licensor maximum aggregate liability for the entire License Term with respect to this Agreement shall be limited to an amount equal to 1 (one) year Fee (hereinafter, “Cap”). The limitations of liability contained in this Article shall not apply to any claim for indemnity from Losses as a result of, or in connection with, fraud or gross negligence by the Licensor.

15.4.2 To the maximum extent permitted by the applicable law, this Article 15 provide the exclusive legal remedy for the Licensee for any Licensor’s breach of this Agreement and, in general, to any issue or matters covered by this Agreement.

15.5 Indemnification by the Licensee:

The Licensee shall indemnify and hold harmless the Licensor and any of its successors and assigns from and against any loss, cost, liability, or damage (including attorney’s fees), directly or indirectly (including loss, cost, liability, or damage related to Third Party claim), relating to, in connection with or arising from:

  1. any breach of any representation or warranty made by the Licensee under this Agreement, including the Licensee R&W; or
  2. any breach of any of the License Restrictions or, in any case, any breach of any obligations of the Licensee set forth in this Agreement.

16. TERM AND TERMINATION

16.1 This Agreement shall enter into force on the Effective Date and shall be valid and effective, unless terminated earlier in accordance with Article 16.3, until December 31 of the first year (hereinafter, “First Licence Term”).

16.2 The Licensee shall be entitled to apply for a renewal of the License for 1 (one) additional year through the dedicated page on the Website during the period November 1 - December 31 of each relevant year (hereinafter, “Renewal Period”).

(hereinafter, the First License Term and each of the following eventual Renewal Period(s), collectively, “License Term”).

16.3 Termination for cause:

16.3.1 Licensor shall be entitled to immediately terminate this Agreement pursuant Article 1456 of the Italian Civil Code, in case Licensee:

  1. does not comply with and/or breaches the obligations set forth in Articles [to complete with final draft] of this Agreement.
  2. becomes insolvent, makes an assignment for the benefit of creditors, bankruptcy, liquidation, or similar proceedings are instituted by or against Licensee, or a receiver, trustee or liquidator is appointed to Licensee’s business.

16.3.2 The exercise by the Licensor of its termination right pursuant this Article shall be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.

16.4 Effect of termination:

16.4.1 Upon termination (for any cause) of this Agreement the License shall immediately cease and the Licensee shall promptly:

  1. cease any use of the RP Software;
  2. delete or, at request of the Licensor, return all the Confidential Information or other materials of the Licensor in its possession;
  3. return to Licensor the Installation Kit;
  4. [RP to complete].

16.4.2 In no event will termination relieve Licensee from any of its payment obligations.

16.5 Survival:

16.5.1 The following Articles will survive any termination or expiration of this Agreement: [to complete with final draft]

17. ASSIGNMENT

17.1 The rights conferred to the Licensee by this Agreement are not assignable or transferable (entirely or in part) to any Third Party without prior written consent of the Licensee. It is understood that, should the Licensee belong to a group of companies any other member of group shall be considered as a Third Party for the purposes to this Article 17.1.

17.2 Licensor may assign its rights and obligations under this Agreement (in whole or in part) without any prior consent by the Licensee.

18. FORCE MAJEURE

18.1 Neither Party shall be liable for delays or non-performance (excluding payment obligations) in case of a Force Majeure Event, so long as such Force Majeure Event could not have been prevented by reasonable precautions and does not arise as a result of such Party’s negligence or breach of this Agreement.

18.2 The Party claiming a Force Majeure Event shall promptly notify the other Party in writing and provide full particulars of the cause or event and, after that, it shall keep the other Party informed of any developments. The Party claiming a Force Majeure Event shall use its best effort to remove the Force Majeure Event and the Parties shall resume their mutual performance hereunder when such cause is removed.

18.3 In case the Force Majeure Event endures for a continuous period exceeding 90 (ninety) days from the receipt of the notice pursuant Article 18.2, each Party shall be entitled to terminate this Agreement.

18.4 The Parties hereby acknowledge that in no event the Licensee shall be entitled to avoid, suspend, delay (in full or in part) the payment of any fee due pursuant this Agreement for a Force Majeure Event.

19. CONFIDENTIALITY

19.1 During the License Term and until such time that Confidential Information becomes generally available to the public other than by breach of this Agreement, Licensee shall not disclose to any person or Third Party any Confidential Information. Licensee shall not be entitled to use the Confidential Information for any purpose other than to perform its obligations under this Agreement.

19.2 The Licensee may, however, disclose the Confidential Information;

  1. to those of its employees, officers, representatives, or advisers on a need to know basis who undertake (in writing) an obligation to comply with this Article 19; and
  2. as may be required by law, court order or any governmental or regulatory authority, so long as the minimum required information is disclosed.

20. NOTICES

20.1 All notices, requests, demands, consents, and other communications required or permitted hereunder shall be in writing and shall be delivered by courier or mailed by certified or registered airmail (return receipt request).

20.2 All communications hereunder shall be delivered to the respective Parties at the following addresses:

  1. if to Licensor:

Rational Production S.r.l.
Via L. Galvani,7/H
24061 - Albano S. Alessandro (BG)
Italy
Fax. (+39) [●]
e-mail: [●]
Attention: [●]
if to Licensee: [●].

21. GOVERNING LAW AND DISPUTE RESOLUTION

21.1 This Agreement will be governed by and construed in accordance with the laws of Italy.

21.2 In case of any dispute, controversy or claim arising out of or in connection with this Agreement, or in case of breach, termination, or invalidity thereof, the court of Milano (Italy) shall have exclusive jurisdiction.

22. MISCELLANEOUS

22.1 Compliance with the Legislative Decree n. 231/2001

Licensee hereby represents and warrants to be fully aware of the requirements set forth by the Legislative Decree n. 231/2001 and, therefore, it agrees to indemnify and hold Licensor completely harmless from and against any damage and/or liabilities arising from any violation by Licensee of the abovementioned Legislative Decree.

22.2 Third Party beneficiaries

No party other than a Party to this Agreement will have any rights to enforce any term of this Agreement.

22.3 Changes to this Agreement

Licensor may modify the terms and conditions of this Agreement from time to time, with notice given to Licensee by email, through the RP Software or through our website. Together with such notice, Licensor will specify the effective date of the modifications. Licensee must accept the modifications to continue using the RP Software.

22.4 Waiver

All waivers to this Agreement must be in writing and signed by both Parties. Any waiver by either Party of any provision of this Agreement will not be construed as a waiver of any other provision of this Agreement, nor will it be construed as a waiver of that provision with respect to any other event or circumstance, whether past, present or future.

22.5 Entire Agreement

This Agreement and its exhibits constitute the full and complete agreement of the Parties relative to the subject matter hereof, and supersedes all prior or contemporaneous writings, discussions, agreements, and understandings of any kind, with respect to the subject matter of this Agreement.

22.6 Severability

If any provision of this Agreement is deemed unenforceable, such unenforceability will not affect the remaining provisions of this Agreement, which will continue in full force and effect and be binding upon the Parties. The Parties will use their best efforts to agree upon any changes in this Agreement which may be necessary in order to adjust its remaining provisions regarding the omission of any invalid term in order to make this Agreement accomplish as close as possible the economic allocation of risks and benefits of the executed version.

List of Annex

Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code the Licensee declares to specifically approve the following Article: [to complete with final draft].