1.1 License to Use

The Supplier grants the Customer a non-exclusive and non-transferable License for the use of the Software of which it is the legitimate owner, for the supply of the Products subject to the Order, for a fee, giving him the right to use the Software itself.
The User License issued under this Agreement authorizes the Customer to:

1. use and display the Software only as provided in this Agreement and the documentation provided with the Software;
2. use the Software subject to this Agreement on the maximum number of instances (or the maximum number of Users) specified in the attachments.

The premises and any annexes shall form an integral and substantial part of this Agreement.

1.2 License Model

Upon acceptance by the Customer, EOS grants the License to use the Software related to the Solutions.
The Software is alternatively licensed in the following ways:

1. by Subscription;
2. by concession in Perpetual License following payment of the relevant Fee.

2.1 Acceptance from the Licensee

Any installation, copy, access, or use of the Licensed Software constitutes Licensee’s acceptance and acceptance of this Agreement.

2.2 Rights of the Licensee

By accepting this License Agreement, Licensee acquires the right to:

1. install the Software in a single place intended as a server, website, or other storage medium (cloud instance or service).
2. make the Software available or accessible to its users within the limits specifically defined by EOS or the Partner (Reseller).
3. backup the Software Solutions.
4. run passive fail-over instances of the system database temporarily.
5. receive updates of the Solutions released after the purchase of the Software, upon payment of the Update or Maintenance Fee, for Software Solutions licensed in perpetual mode.
6. receive updates on Solutions granted in Subscription for the period of validity of the Subscription itself.

2.3 Prohibitions to the Licensee

In the absence of express agreement specifically authorized by Licensor and reported in writing, Licensee is prohibited from engaging in the following conduct in violation of the terms of these License Conditions:

1. grant the Software for hire, lease, or loan, or use the Software to provide hosting to third parties.
2. fully and/or partially distribute any component of the EOS Software Solution.
3. develop derivatives of EOS Software Solutions
4. decode, decompile, or disassemble EOS Software Solutions
5. redistribute copies of the Software that are partial, modified, reverse engineered or genetically altered.

In the specific:

• the Customer is expressly prohibited from copying, in whole or in part, the Software. The possibility to make a backup copy of the Software will be allowed only if such copy is necessary for the use of the Software itself.
• it is also expressly forbidden to the Customer, in the absence of prior written permission from the Licensor, to carry out the operations referred to, by way of example and not exhaustive, the reproduction, modification of the EOS source code or any form of distribution of the Software. Licensor declares that it is already available to provide, at the Customer’s request in writing (communications), the information necessary to achieve interoperability with other Programs of the same.
• is forbidden to the Customer any form of "reverse engineering".

3.1 Retention of title

The Licensed Software remains the property of the Licensor, who retains all Industrial and Intellectual Property rights related to Software Solutions.

3.2 Licensor’s Property Rights

Licensor retains all rights to the concepts, ideas, know-how or techniques relating to the operation of the Licensed Use Software by Licensor.
The License of use, which is intended to be granted exclusively and transferable, does not include the right to obtain the Software in source format, nor to obtain the logical or project documentation.
All techniques, algorithms and procedures contained in the Software and its documentation are protected by copyright and are the property of the Licensor, therefore, may not be used in any way by the Customer for purposes other than those set forth in this Agreement.

4.1 Interventions

Under the terms and conditions set forth in this Agreement, Supplier undertakes to provide Customer with the Software related support and maintenance services (start-up, upgrade, training) granted under License under this Agreement.

4.2 Guarantee for malfunctioning

The EOS Software Solutions will operate in accordance with the original documentation of the Software provided or made accessible by EOS to Licensee and the Warranty will only be provided under such conditions.
If any issue is subject to Guarantee under this Agreement, EOS will repair or replace the Software Solution and/or its updates at no additional cost, making the correct version available to Licensee or Partner.
If repair or replacement of the time limits referred to in the previous paragraph is not possible, EOS will refund a maximum value equal to the amount paid to EOS by Licensee or Partner for the purchase of the Solution or the amount paid to EOS in the last year in the presence of Subscription; In the event that the Licensee has purchased or obtained the Solution Subscription from an EOS Partner (Reseller), the refund will be credited to the Licensee by the Partner.

4.3 Guarantee period for malfunctions

Guarantee works for the period for which the Subscription is paid.
Customer is entitled to the Guarantee for Product versions corresponding to the life cycle of the Microsoft Terms to which the EOS Software Solutions are linked (generally expected to last 18 (eighteen) months).
The Guarantee period starts from the date of purchase of the Solutions Subscription.

4.4 Exclusions of the Guarantee for malfunctions

Licensor shall in no way be held liable for any disruption and/or damage caused by the use of the Software covered by this Agreement in the event of:

1. tampering or intervention that impairs the proper functioning of the Software or data carried out by Customer or Partner personnel.
2. incorrect use of the Software by the Customer or Partner.
3. Not regular operation of hardware or software used by Licensee, the maintenance of which is not performed directly by Licensor.
4. total or partial interruption of the local access service or termination of the call provided by the telecommunications operator and/or the internet network.

4.5 Support

EOS shall provide support and/or assistance to Licensee in the use of the Solutions only in the presence of the latest version of the Software containing the latest updates released. EOS will not provide any support in the following assumptions:

1. Software installed on an operating system not specified in the standard prescribed by EOS.
2. Misuse of the Solution and/or lack of training by Licensee’s personnel in the use of the Software.
3. Software provided, used and/or stored by parties other than Licensee and not authorized by EOS to use the Software.
4. Extended or customized software by Licensee or Reviser Partner.

5.1 License charge

As consideration for the use of the Licensed Software, the Customer will pay to the Licensor the consideration/periodic fee indicated in the individual Orders with reference to the Subscription period.
The charge paid by the Customer pursuant to this article also includes the Guarantee within the terms and limits of art. 4.

6.1 Prohibition to transfer the Agreement

The Customer may not transfer this Agreement to any third party regarding the Software Usage License in the absence of specific written consent by both Parties.
This Agreement may not be transferred even in the context of a general sale or lease of a company or branch thereof, except for exceptions provided for by specific conditions in relation to the Subsidiaries.
The Customer’s failure to comply with the provisions of this article constitutes a serious breach pursuant to art. 1455 Civil Code and entails the immediate termination of this Agreement and the entire Agreement.

7.1 Warranties

Licensor warrants that the Licensed Software corresponds to the stated and documented characteristics of the EOS Software Solutions.
Licensor warrants the Customer against any claims of third parties for alleged copyrights in the Solutions Software under this Agreement.
The Customer is responsible for the management of all that is charged to him in relation to:

1. have Personal Computers on the network or disconnected from each other for connection to the services provided.
2. have the necessary communication line to connect to the Supplier’s server.
3. manage the related contracts and incur costs with an Internet Provider of connectivity and Internet access services.
4. advantage of the training activities, made available by the Licensor, for a functional use of the Solutions.
5. the loading of own data, encodings, and parameterization of the Client’s programs, for a use of the Software according to its specific needs.

Limitations of liability

The Parties agree and expressly accept the following limitations of liability:

• Licensee may modify the Software only to the extent necessary for its use for professional and commercial purposes within the Customer,
  If you have received it in source code format, or if Licensee or any third party acting on behalf of Licensee has obtained from EOS the means to enable Licensee or such third party to modify the subject code format, in this case the planned Software updates will be fully borne by the Licensee (also in terms of Guarantee and support).
• pursuant to art. 4 of this Agreement, EOS is under no obligation to provide technical support to Customer in the presence of changes to the Software by Licensee, Partner or third parties.
• Licensee expressly releases EOS from any liability in relation to issues arising from changes to the Software by Licensee, Partner or third parties acting on Licensee’s behalf, or any problems caused by third party hardware or software.
• EOS does not make any representation, approval or warranty under this Agreement or the Agreement as to the Software’s suitability for the Licensee’s professional activity.
• Partners (Resellers) are independent entities with respect to Licensor for the purposes of this Agreement and the Agreement; EOS disclaims any liability for actions or conduct of such Business Partners towards Licensee.
• Licensee may only claim compensation from EOS for direct damages up to the amount actually paid by Licensee for the purchase of Software in the case of Perpetual License or up to the amount actually paid by Licensee in the last year in the case of Subscription. Licensee may not claim compensation for any other damages, including consequential, special, indirect, or accidental damages or loss of profits.

This clause applies to any dispute relating to EOS Software Solutions, claims relating to breach of contract, breach of Warranty, objective liability, negligence, loss of data, damage to records or data, loss of goodwill, loss due to interruption of business or other civil offence, to the extent permitted by law
This limitation shall also apply in the event that the repair, replacement or refund of the Software pursuant to art. 4 of this Agreement does not fully satisfy Licensee of any losses, or where EOS has been informed or should have been informed of the possibility of such damages.

8.1 Final provisions

These License Conditions are submitted to the Customer as an integral part of the Contract in the form of terms of use whose acceptance is considered to be completed following the installation, purchase and use of the Software; in this regard, the Customer, as User, declares by signing the Agreement that you have read and fully approve this Agreement and that you have all the necessary permissions to use the Software.

This Agreement supersedes any previous arrangements between the Parties and is the only existing one in relation to the matters dealt with herein; the terms of this Agreement may only be amended by EOS in writing.

8.2 Interpretation

The premises, definitions and any annexes shall form an integral part of this Agreement.

This Agreement is drafted and interpreted in the Italian language, which is the main reference and prevailing in case of disputes related to possible translations of the Agreement itself.

8.3 Applicable Law

This Agreement is governed exclusively by Italian Law; except as expressly provided for in this Agreement, or in the Contract, the Parties refer to the provisions of applicable law.

8.4 Competent court

Any dispute that may arise between the Parties as to the existence, interpretation, execution of this Agreement shall be exclusively devolved to the jurisdiction of the Court of Bolzano.

8.5 Acceptance

Pursuant to and for the purposes of art. 1341 and 1342 of the Italian Civil Code, the Customer declares that he has read and specifically approved the following clauses: 2 "Use of the Software", 3 "Ownership of the Software", 4 "Guarantee", 6 "Transfer of the Agreement", 7 "Warranties and Liability", 8 "Final Clauses".