License Agreement

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Details of the parties:
Copeland Controls S.r.l., below referred to as Licensor
on behalf of , below referred to as Licensee

This Software License Agreement (the "Agreement"), is effective as of the Effective Date identified at the end of this Agreement (“Effective Date”), by and between Licensor and Licensee, each identified at the beginning of this Agreement. In consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Background. Licensee has obtained one or more products from Licensor which contain software that is used to operate the firmware product. The Terms and Conditions of Sale which govern the sale of the product(s) to Licensee include a license to use the software to operate the product only. Licensee now desires, under the terms of this Agreement, to obtain further rights to access the software code and customize it to enhance Licensee's use of the product. Licensor is willing to grant Licensee such rights, provided Licensee remains in strict compliance with the Terms and Conditions of Sale, which are incorporated by this reference, and the terms of this Agreement.
2. Software. Licensor has sold or otherwise delivered to Licensee the Product(s) identified at the end of this Agreement ("Product or Products"), which is/are run by the Software identified at the end of this Agreement ("Software").
3. License Grant. Licensor hereby grants to Licensee a limited, non-exclusive, non-sublicensable and non-transferable license to access and use the Software during the Term solely for the purpose of customizing the Software to enhance the performance of the Product for Licensee's internal business uses.
4. Use Restrictions. Licensee shall not, and shall not permit any other individual or entity, either directly or indirectly to: (a) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software to any person or entity; (b) remove, delete, alter, obscure, or otherwise change any trademarks, copyright notices, warranties, disclaimers, or other symbols, notices, marks or serial numbers on or relating to the Software; (c) use the Software or Product in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any person or entity, or that violates any applicable law; (d) use the Software for purposes of: (i) benchmarking or competitive analysis of the Software; (ii) developing, using or providing a competing software product, firmware product or service; or (iii) any other purpose that is to Licensor's detriment or commercial disadvantage; (e) use the Software in or in connection with the design, construction, maintenance, operation or use of any other product other than the Products it purchased from Licensor; (f) use the Software in any manner such that failure of the Software could lead to personal injury or severe physical or property damage; or (f) incorporate any open source software which could restrict Licensor's ability to commercialize or use its Software or Products, or could require Licensor or Licensee to disclose the source code of the Software to any other person or entity; or (g) use the Software for any reason or in any manner than that what is expressly permitted by this Agreement.
5. Fees. In consideration of the rights granted to Licensee under this Agreement, Licensee shall pay to Licensor the license fees set forth at the end of this Agreement ("Fees").
6. Security Measures. The Software may contain technological measures designed to prevent unauthorized or illegal use of the Software. Licensee acknowledges and agrees that: (a) Licensor may use these and other lawful measures to verify Licensee's compliance with the terms of this Agreement and enforce Licensor's rights, including all intellectual property rights, in and to the Software; (b) Licensor may deny Licensee or any user of Licensee access to the Software if Licensor, in its sole discretion, believes that Licensee's or any other person's use of the Software would violate any provision of this Agreement; and (c) Licensor and its representatives may collect, maintain, process and use diagnostic, technical, usage and related information, including information about Licensee's computers, systems and software, that Licensor may gather periodically to improve the performance of the Software.
7. Audits. Licensor or its nominee may, upon providing at least three day's prior notice, inspect and audit Licensee's use of the Software under this Agreement at any time during the Term and for two years following the termination or earlier expiration of this Agreement. Licensee shall make available all such books, records, equipment, information and personnel, and provide all such cooperation and assistance, as may be requested by or on behalf of Licensor with respect to such audit.
8. Intellectual Property Rights. Licensee acknowledges and agrees that: (a) the Software is licensed, not sold, to Licensee by Licensor and Licensee does not and will not have or acquire under or in connection with this Agreement any ownership interest in the Software or any related intellectual property rights; (b) Licensor is and will remain the sole and exclusive owner of all right, title and interest in and to the Software, including all intellectual property rights relating thereto and including any right on customized Software; (c) Licensee is solely responsible for ensuring that any modifications it makes to the Software under this Agreement do not infringe upon the rights of others or threaten the rights of Licensor.
9. Term and Termination. The term of this Agreement is set forth at the end of this Agreement and will continue in effect until terminated pursuant any of the Agreement's express provisions or until the term expires. This Agreement may be terminated at any time: (a) by Licensor, effective on written notice to Licensee, if Licensee fails to pay any amount when due under this Agreement, where such failure continues more than ten days after Licensor's delivery of written notice thereof ("Payment Failure"); (b) by either Party, effective on written notice to the other Party, if the other Party materially breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or (c) by Licensor, effective immediately, if the Licensee: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay its debts as they become due; (iii) becomes the subject of any voluntary or involuntary bankruptcy proceeding under any domestic or foreign bankruptcy or insolvency Law, to the extent allowed by mandatory provisions of applicable law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property.
10. Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement (a) all rights, licenses and authorizations granted to licensee hereunder will immediately terminate and Licensee shall immediately cease all use of and other activities with respect to the Software; (b) within 30 days Licensee shall deliver to Licensor, or at Licensor's written request destroy, and permanently erase from all devices and systems Licensee directly or indirectly controls, the Software and the Licensor's Confidential Information, including all documents, files and tangible materials (and any partial and complete copies) containing, reflecting, incorporating or based on any of the foregoing, whether or not modified or merged into other materials; and (c) all amounts payable by Licensee to Licensor of any kind under this Agreement are immediately payable and due no later than 30 days after the effective date of the expiration or termination of this Agreement.
11. Surviving Terms. The provisions set forth in the following sections, and any other right, obligation or provision under this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: this Section 7 (Audits), Section 8 (Intellectual Property Rights), Section 12 (Indemnification).
12. Licensee Indemnification. Licensee shall indemnify, defend and hold harmless Licensor and its affiliates, and each of its and their respective officers, directors, employees, agents, subcontractors, successors and assigns (each, including Licensor, a "Licensor Indemnitee") from and against any and all losses, expenses and damages incurred by the Licensor Indemnitee in connection with any action or threat of action by a third party to the extent that such losses arise out of or relate to any allegation: (a) that any intellectual property right or other right of any person or entity, or any law, is or will be infringed, misappropriated or otherwise violated by any: (i) use, modification or combination of the Software by or on behalf of Licensee or any of its representatives with any hardware, software, system, network, service or other matter whatsoever that is not provided by Licensor; and (ii) information, materials or technology or other matter whatsoever directly or indirectly provided by Licensee or directed by Licensee to be installed, combined, integrated or used with, as part of, or in connection with the Software; (b) of or relating to facts that, if true, would constitute a breach by Licensee of any representation, warranty, covenant or obligation under this Agreement; (c) of or relating to negligence, gross negligence, abuse, misapplication, misuse or more culpable act or omission (including recklessness or willful misconduct) by or on behalf of Licensee or any of its representatives with respect to the Software and/or this Agreement; or (d) of or relating to use of the Software by or on behalf of Licensee or any of its representatives that is outside the purpose, scope or manner of use authorized by this Agreement, or in any manner contrary to Licensor's instructions.
13. Exclusion of Liability. LICENSOR MAKES AND LICENSEE RECEIVES NO WARRANTY EXPRESS OR IMPLIED AND THERE IS EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSEE ACKNOWLEDGES AND AGREES THAT THE FEES WHICH LICENSOR IS CHARGING UNDER THIS AGREEMENT DO NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY LICENSOR OF THE RISK OF LICENSEE'S CONSEQUENTIAL OR INCIDENTAL DAMAGES OR OF UNLIMITED DIRECT DAMAGES. ACCORDINGLY, TO THE EXTENT ALLOWED BY MANDATORY TERMS OF APPLICABLE LAW, LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR BE LIABLE HEREUNDER TO LICENSEE FOR CUMULATIVE DIRECT DAMAGES IN ANY AMOUNT GREATER THAN THAT PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT AS FEES FOR THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF THE CAUSE OF ACTION.
14. International Trade Compliance Clause. GOODS AND SERVICES PROVIDED HEREUNDER ARE NOT SOLD OR INTENDED FOR USE IN ANY NUCLEAR OR NUCLEAR RELATED APPLICATIONS OR MILITARY APPLICATIONS. Licensee shall not export, directly or indirectly, any information/software received under this agreement or any elements including such information/software: (i) to countries in which an export license or other governmental approval is required by any applicable law and regulation, without obtaining such license or approval prior to export; (ii) to any party engaged in the following activities: development, production, use, or maintenance of “Weapons of Mass Destruction”, including without limitation, uses related to nuclear, missile, unmanned aerial vehicles and/or chemical/biological weapon development; (iii) in violation of any applicable export control or economic sanctions laws including without limitation those of the jurisdictions in which the Licensee and the Licensor are established and from which information/software may be supplied.
15. Applicable Law and Jurisdiction. This Agreement is governed by Italian law, with the exclusion of the 1980 Vienna Convention on Contracts for the International Sale of Goods, and to the extent permitted by law shall be without any conflict of law or rules which might apply the laws of any other jurisdiction. All disputes arising out of the Agreement shall be subject to the exclusive jurisdiction of the Court of Belluno, Italy. If any clause, sub-clause or other provision of the Contract is invalid under any statute or rule of law, such provision, to that extent only, shall be deemed to be omitted without affecting the validity of the remainder of the Contract.

Term: Year-to-year (automatically renewed unless terminated with written notice by either party). This Agreement shall remain valid and effective also for the future updates of the Software’s function blocks/templates library released by the Licensor.
Effective Date: File download date
Product: iPro family, Visograph and\or Visotouch
Fees: 0.00 Euro

Pursuant to articles 1341 and 1342 of the Italian Civil Code Licensee expressly declares to have accepted the following terms: Article 6 - security measures, Article 13- exclusion and limitation of liability, Article 14 – international trade compliance, Article 15 - chosen jurisdiction.

Declaration of consent for processing of personal data
Pursuant to the Italian Legislative Decree 196/2003, Licensee hereby express its consent to the processing of its personal data (Company legal name; name, surname and e-mail address of the Licensee contact person to which this Agreement has been sent) by the Licensor for the execution of this Agreement.
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License Agreement

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