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1. DEFINITIONS

The following meanings are attributed to the terms listed below:

“Application Solution”: the licensed software product(s) and services provided by SPS to the Customer in accordance with these general license conditions. The list of software products that make up the application solution and the services included are specified in the Customer's purchase order or in the License Statement/SPS Service Program Attestation periodically provided by SPS.

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“Purchase order": a unilateral communication from the Customer to SPS specifying the components of the application solution, the type of license and its duration in the case of a term license or the components of the services included and the duration of the SPS Service Program contract, the maximum number of authorized users or processor units and other elements that may limit the term of the license and the manner of use of the application solution, as well as the fee paid to SPS. In the event of a conflict between the terms specified in the purchase order and those specified in the License Statement/SPS Service Program Statement, the terms in the License Statement /SPS Service Program Statement prevail.

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“Certificate of License”: a unilateral communication periodically sent by SPS to the Customer which specifies the components of the application solution, the type of license and its duration in the case of a term license, the maximum number of authorized users or processor units and other elements which may limit the duration of the license and the methods of use of the application solution.

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“SPS Service Program certificate”: a unilateral communication periodically sent by SPS to the Customer specifying the components of the services included and the duration of the contract.

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“Dedicated computer": one or more machines (i) owned by the Customer, or (ii) in any case under the control of the Customer, on which the application solution can be installed.

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“Authorized User”: a natural person acting as (i) an employee of the Client, whether full-time or part-time; or (ii) an external consultant of the Client, authorized to use the application solution. The number of authorized users is specified in the Customer's purchase order or in the statements provided periodically by SPS.

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“Single User”: a natural person who accesses the software as an Authorized User on a dedicated Client Computer, for his exclusive use. The Single User license allows you to install the software on a second dedicated Client Computer, provided that it is used exclusively by the authorized user and in any case never at the same time as the first station. Customer must obtain entitlement for the number of Individual Users using the application solution. The entitlement and number of Individual Users is specified in the Customer's purchase order or in the statements provided periodically by SPS.

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“Concurrent User": a natural person who accesses the software as an Authorized User, at a given time, from a single location, even with the possibility of opening multiple sessions simultaneously, through the Concurrent (or Network) License mode. The Concurrent License permits the software to be installed on any number of Dedicated Computers, but Customer must obtain entitlement for the maximum number of Concurrent Users accessing the software at any one time. The entitlement and maximum number of Concurrent Users is specified in the Customer's purchase order or in the statements provided periodically by SPS.

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“Student”: a natural person regularly enrolled in a Client's course of study.

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“Processor unit”: represents the computing power of the servers that host any server components of the application solution. The number of usable processor units is specified in Customer's purchase order or bills periodically provided by SPS.

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“SPS Service Program”: Services included in the purchase of the Perpetual License with SPS Service Program, in the renewal of the annual SPS Service Program fee following the first purchase, in the Annual License. The services include: (i) specialist support via e-mail, (ii) technical support during software installation, (iii) supply of updates (Fix Packs) and new versions (releases) of the software, (iv) code management ( release for: updates, machine change, etc…), (v) free participation in online SPS Webinars on the use of software, (vi) access to the Video Academy reserved for Customers, (vii) possibility to register for Training SPS calendar taking advantage of reserved discounts.

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“Add-Ons”: additional features created by SPS for its customers, to optimize the daily work of statistical analysis.

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“Educational License”: License reserved exclusively for schools and universities or in any case for institutes which carry out purely didactic activities and which issue certificates suitable for conferring a degree. Educational licenses may only be used for educational or academic research purposes, non-commercial and in any case not for profit. The Educational license is available for each acquisition method (Perpetual License, Annual License, Volume License) and both for Single Users and for concurrent Users.

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“Research license”: License reserved exclusively for research institutions or in any case for institutions that purely carry out scientific and/or medical research activities. Research licenses can only be used for non-commercial and non-profit research purposes. The Research License is available for each acquisition method (Perpetual License, Annual License, Volume License) and both for Single Users and for concurrent Users.

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“Perpetual License": a method of acquisition that provides for the payment of an initial fee for the perpetual use of the application solution and Add-Ons. Perpetual License includes SPS Service Program for the first year after purchase. After twelve months from the purchase, the Customer can continue to use the latest version of the application solution provided by SPS, but is no longer entitled to the services included in the SPS Service Program. The type of license is specified in the Customer's purchase order or in the Certificate of License periodically provided by SPS.

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“Annual License”: a method of acquisition which provides for the payment of an annual fee for the use of the application solution, the Add-Ons and includes the SPS Service Program. At the end of the last paid fee, subject to renewal, the Customer must stop using any version of the application solution and add-ons on all dedicated computers. The type of license is specified in the Customer's purchase order or in the certificates periodically provided by SPS.

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“Volume licensing”: means an acquisition method for Authorized Users in quantities greater than one, which allows multiple installations of the software solution on different machines. The number of Authorized Users is specified in Customer's purchase order or in statements provided periodically by SPS.

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“SchoolLaB/CAMPUS": a type of contract, for annual Educational licences, reserved exclusively for schools and universities or in any case for institutes that carry out purely didactic activities and which issue certificates suitable for conferring a degree. The licenses included in the SchoolLaB/Campus can only be used for non-commercial educational or academic research purposes and in any case not for profit. SchoolLaB/Campus provides for the payment of an annual fee for the use of the application solution, the Add-Ons and includes the SPS Service Program. At the end of the last paid fee, subject to renewal, the Customer must stop using any version of the application solution and add-ons on all dedicated computers. The type of contract is specified in the Customer's purchase order or in the certificates periodically provided by SPS.

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“ResearchLaB”: a type of contract, for annual Research licences, reserved exclusively for research institutions or in any case for institutions that purely carry out research activities. The licenses included in ResearchlLaB can be used only for non-commercial research purposes and in any case not for profit. ResearchLaB provides for the payment of an annual fee for the use of the application solution, the Add-Ons and includes the SPS Service Program. At the end of the last paid fee, subject to renewal, the Customer must stop using any version of the application solution and add-ons on all dedicated computers. The type of contract is specified in the Customer's purchase order in the certificates periodically provided by SPS.

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 “Customer”: the natural person, body, organization or company that uses the application solution provided by SPS.

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“SP extension": SPS Srl" with registered office in Via Antonio Zanolini, 36/AB 40126 Bologna (BO) and operational headquarters in Via Isonzo 55/2, 40033 Casalecchio di Reno (BO).

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“Installation”: make the application solution ready to run on one or more Dedicated Computers.

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“Intellectual Property Law” means any of the following rights, without limitation and on a worldwide basis: (i) all patents and related applications; (ii) all utility models and related applications; (iii) trade secrets, know-how and all other confidential information; (iv) copyrights and all related rights, registered or unregistered, pre-existing or henceforth effective; (v) all trademarks, companies and any other distinctive sign, pre-existing or henceforth adopted or acquired, whether currently in use or not; (vi) all registrations and related documentation, preparation documents for registration applications anywhere in the world, all reissues, subdivisions, extensions (including partial ones), renewals and re-examinations of, continuations of and all rights associated with the previous rights (compatibly with the same); and (vii) all rights and/or interests with effect and/or nature equal or similar to those mentioned in the previous points from (i) to (vii) based on the applicable legislation and/or jurisdiction.

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“Third Party Components": applications/programs included in the application solution and developed by subjects independent of SPS.

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“Part and Parts": means individually or jointly the Customer and SPS.

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“Technical Referent”: means the Authorized User of the Customer who is responsible for coordinating with SPS for support purposes in compliance with the obligations of the SPS Service Program.

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“Uninstall”: means the elimination of the application solution from the Dedicated Computers.

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“Update”: components developed by SPS, which represent a replacement or successor to a previous version of the application solution.

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“User Documentation": means the explanatory material and instructions of the application solution, in paper or electronic format.

 

2. LICENSE

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2.1 Object

SPS grants Customer a limited, non-exclusive, non-sublicensable, non-sublicensable license to:

(a) install the application solution on Dedicated Computers and use it for the number of Authorized Users and processor units for which the license has been granted;

(b) make two (2) copies of the application solution for back-up purposes. All copies of the application solution are subject to the terms and conditions of these general license conditions. the following notice must be reproduced at all times on each copy, both externally and internally, in a format readable by computers:

 

“Copyright SPS Srl

Material Submitted to License – property of SPS Srl All rights reserved”

 

2.2 Delivery and Installation

The application solution and its updates, at the sole discretion of SPS, are (i) delivered to the Customer at the address communicated to SPS at the time of purchase; or (ii) available for download on a specific website selected by SPS.

The Customer is responsible for both the Installation of the application solution and for the Installation of any updates made available by SPS.

The customer is required to install each component of the application solution.

 

2.3 Demo Version

At its discretion, SPS may provide the Customer with a demo version of the application solution that the Customer can use for a specified period of time before deciding whether to purchase the user license.

The period of time of the demo version cannot in any way exceed 90 (ninety) days, after which the Customer must uninstall or return the application solution.

The demo version may not be equipped with all the features of the application solution and is made available for demonstration purposes only, and therefore does not guarantee the same degree of reliability provided by the complete application solution.

The Customer acknowledges and accepts that any activity performed using the demo version is performed at his own risk.

 

2.4 Limitations of Use

The Customer undertakes not to rent, lease, lend, upload or host on third party sites or servers, sell, redistribute, or sublicense the application solution, in whole or in part, or to allow others to do so.

The Customer is not authorized to develop products or software based on the application solution (derivative works). Any authorizations may be granted by SPS on the basis of another and different written agreement.

If the application solution includes third-party components, the Customer undertakes to use such components only in conjunction with the application solution.

 

The Customer will be directly responsible for the distribution and correct use of the solution.

The use of the solution is permitted only to authorized users. An Authorized User is linked to the body in charge of the contract (with the explicit exclusion of investee or subsidiary companies and consortia) in the capacity of: (i) full or part-time employee, (ii) consultant or external collaborator who uses the license on behalf of the holding body or in the presence of an explicit agreement, (iii) student regularly enrolled in a degree course, in the case of an Educational and/or SchoolLaB/CAMPUS Licence.

 

 

3. SPS SERVICE PROGRAM

 

3.1 Scope and Limits

Following payment of the annual license fee, the annual SchoolLab/CAMPUS fee or the annual SPS Service Program perpetual license fee, and subject to compliance with the terms and conditions set forth herein, SPS makes the SPS Service available to the Customer Program.

The SPS Service Program is provided to the Customer by SPS only as available, at the discretion of SPS, and as necessary for the use of the application solution.

The Customer acknowledges that it is SPS, at its own discretion, that establishes the type of SPS Service Program to operate on the application solution.

The SPS Service Program does not include any support for hardware, operating systems, network software or third party software.

Customer acknowledges and agrees that SPS will provide SPS Service Program to Customer, using reasonable professional care, only on the latest and penultimate version of the application solution and that SPS will not provide any SPS Service Program for earlier versions.

The Customer acknowledges and agrees that SPS will not make available any type of SPS Service Program in the event that the Customer has modified the application solution in any shape or form.

Customer acknowledges that SPS will provide technical support only to Customer's Technical Contact Support Coordinator and not to individual Authorized Users.

The Customer must address any request for technical support to SPS, even if the material sent refers to manufacturers of third-party components that may be included in the application solution.

 

Any request for technical support by the Customer that falls outside the scope of the SPS Service Program specified herein will be treated as consultancy activities of SPS and, upon notification, subject to a separate economic evaluation.

 

3.2 Renewal of SPS Service Program

The renewal of the SPS Service Program will take effect from the first day of the month following the expiry of the initial terms and will last for at least twelve months.

 

SPS Service Program payment is based on the assumption that the Customer renews all components of the application solution listed in the initial Acknowledgment of License and not only a portion of them. If the customer wishes to renew only a part of the purchased components, SPS reserves the right to adjust the price on the basis of the price lists in effect on that date.

 

4. DURATION

 

4.1 Duration and Term

These License conditions enter into force upon opening the package containing the storage media or upon installation, copying, or use in any way of the application solution.

The term of these conditions, with the exclusion of the SPS Service Program, is fixed as follows:

• In case of a Perpetual License as long as the Customer continues to use the latest version of the application solution provided by SPS;

• In the case of an Annual License as long as the Customer continues to pay the annual license fee;

• In the case of SchoolLab/CAMPUS as long as the Customer continues to pay the annual SchoolLab/CAMPUS fee;

 

The term of the SPS Service Program is set as follows:

• in the case of a Perpetual License as long as Customer continues to pay the SPS Service Program renewal fee.

• in the case of an Annual License as long as the Customer continues to pay the annual license fee;

• in the case of SchoolLab/CAMPUS as long as the Customer continues to pay the annual SchoolLab/CAMPUS fee;

 

Any termination of law according to the provisions set forth herein terminates all of these general license conditions.

The conditions listed in paragraphs 2.4 (limitations of use), 5.1 (Intellectual property) and in chapter 6 (warranties; limitations of liability; indemnity) will survive the termination of these general license conditions.

 

4.2 Express termination clause

If the Customer violates one or more provisions of these general license conditions, and does not remedy it within the term of fifteen (15) working days from the ascertainment of the violation, these general license conditions will be considered automatically terminated pursuant to the art. 1456 of the Civil Code

Termination does not affect the Customer's obligation to pay all fees due and does not release the Customer from any liability arising from the breach of the terms and conditions set forth herein.

Following the termination, the faculties and rights granted to the Customer with this agreement cease and the Customer must immediately cease using the application solution, proceed with its Uninstallation and return to SPS or destroy all copies by giving SPS written confirmation of the destruction occurred.

 

5. INTELLECTUAL PROPERTY

 

5.1 Intellectual Property

SPS is the exclusive owner of the application solution, updates and any other intellectual property rights that SPS may develop, process or deliver under these general license conditions.

These general license conditions do not constitute a sale and do not transfer to the Customer any title or property right on the application solution, updates or any other intellectual property right.

Except as expressly permitted by applicable law and without prejudice to what is permitted by the license terms governing the use of any open-source components included in the application solution, the Client acknowledges and agrees that he may not copy, de-compile, reverse- engineering, disassembling, attempting to obtain the source code of, modify or translate, reverse engineer or create derivative works or other software based on the Application Solution, remove any copyright notices and any other notices appearing on the Application Solution or on copies of the same, carry out actions aimed at transforming the application solution into open source software.

 

6. WARRANTIES; LIMITATIONS OF LIABILITY; ALLOWANCE

 

6.1 Warranties

SPS warrants that it has the right to license the application solution.

SPS further warrants that the supplied storage media are professionally manufactured in a manner consistent with generally accepted industry practices and in substantial conformity with the descriptions set forth in the purchase order or bills in the Attestations, and that the Customer's sole remedy for breach of this limited warranty, and SPS's entire liability therefor, is to replace the storage media or refund any related payments if SPS fails using reasonable reasonable efforts to provide flawless support.

CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREE THAT USE OF THE SOLUTION AND APPLICATION IS AT ITS SOLE RISK, AS IS ANY LACK OF SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, OR RESULTS. THE APPLICATION SOLUTION IS PROVIDED "AS IS" AND "AS AVAILABLE". EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, SPS DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, ERROR FREEZING, AND FITNESS FOR A PARTICULAR PURPOSE. SPS DOES NOT WARRANT THAT (i) THE APPLICATION SOLUTION WILL MEET CUSTOMER'S BUSINESS NEEDS; (ii) IS ERROR-FREE OR WILL OPERATE CONTINUOUSLY OR THAT THE RESULTS OBTAINED FROM ITS USE ARE ACCURATE OR ACCURATE; AND (iii) ALL ERRORS IN THE APPLICATION SOLUTION CAN BE FOUND AND CORRECTED. FOR THE PURPOSES OF THIS AGREEMENT, SPS DOES NOT WARRANT THAT UPDATES WILL BE MADE AVAILABLE DURING THE TERM.

 

6.2 Limitation of Liability

To the maximum extent permitted by law, in no event will SPS be liable for the use or inability to use the application solution by the Customer; for costs incurred by the Customer in procuring substitute goods or services; for loss of profits, use, revenue or data; for production stop; directly or indirectly, for any incidental, special, indirect, consequential or punitive damages regardless of the theory employed to establish such damages or other liability. Further, SPS's liability arising out of or relating to these terms and conditions shall not exceed the amount paid or payable by Customer to SPS in respect of the annual license or maintenance fee. This limitation also applies if SPS was aware of the possibility of such damage. The Client acknowledges that the fee paid reflects this distribution of risk and that the limitation set forth in this section is an essential element of the agreement between the parties.

 

6.3 Indemnity

To the fullest extent permitted by law, Customer agrees to indemnify and hold harmless SPS, and at SPS's request, defend SPS, its directors, officers, employees, agents and suppliers from any and all claims, losses, liabilities , damages, charges, expenses and costs including, without limitation, legal and judicial expenses that SPS may incur and arising out of or relating to any of the following events: (i) breach by the Customer of an obligation by these general license conditions; (ii) use of the application solution by the Customer in violation of the intellectual property rights of third parties. In no event may the Customer enter into a transaction or enter into an agreement with any third party involving SPS's rights or binding SPS in any way without SPS' prior written consent.

 

7. GENERAL PROVISIONS

 

7.1 Protection of personal data

The parties acknowledge that they have informed each other of the possible personal data processing activities related to the presentgeneral license conditions and declare that they will process personal data in accordance with the relevant legal provisions.

 

7.2 Checks

SPS reserves the right to carry out checks on the correct use of the application solution by the Customer, and to extend this right to the manufacturers of third-party components that may be included in the application solution, according to methods agreed with the Customer and in any case carried out without prejudice to the performance of the Customer's normal production and commercial activities. The Customer guarantees full collaboration in these control activities, which may occur during the duration of these conditions and for a period of two years following the end of these conditions (see paragraph 4.1 Duration and term).

 

7.3 Force Majeure

SPS is not responsible for any losses, damages or penalties which may arise as a result of any delay or failure to perform due to natural disasters, supplier delays or any other cause beyond SPS's reasonable control.

 

7.4 Assignment

The Customer may not transfer these terms and conditions of License, purchase orders, Attestations or any other rights recognized herein without the prior written consent of SPS.

 

7.5 Waiver of Compensation

The waiver by SPS to take action for a specific breach by the Customer does not constitute consent to, or justification for, any different and subsequent breach.

 

7.6 Full Agreement and Changes

Except as otherwise provided in these terms and conditions, these terms constitute the entire agreement between the parties (and supersede all prior agreements, discussions, communications, statements of fact, warranties or understandings) relating to its subject matter. SPS reserves the right to unilaterally modify these general conditions. If the Customer does not intend to accept the changes, he can exercise the right of withdrawal according to the methods established by the applicable law.

 

7.7 Nullity of the clauses

If one or more provisions set forth herein are invalidated by a judge in a final judgment or are found to be void under applicable law, the remaining provisions will remain in effect.

 

7.8 Translations

Any translations of these general license conditions into languages other than Italian are not legally binding. In the event of inconsistencies between the Italian version and versions in other languages, the provisions of the Italian version always prevail.

 

7.9 Applicable Law and Jurisdiction

These general license conditions are governed by Italian law and the competent court for any dispute, legal action or dispute is that of Bologna.

The Parties expressly exclude the applicability of the rules of international law governing the conflict of laws.

Nothing in the foregoing shall prevent SPS from bringing an action for infringement of intellectual property rights in any country where such infringement is alleged to have occurred.