License Agreement

General Conditions of Use License for FMS GROUP srl software products and related updates, distributed by FMS GROUP srl, based in Milan, Via Moncalvo, 62, hereinafter FMS GROUP.

User license and Software Update

The user license provided is to be considered permanent and intended for the sole purpose of the project implemented by the Customer.
The Software Update Service is mandatory and will be provided on the Products as part of the acquired version and consists of:
•	Product updates, meaning the upgrades of the Products within the purchased version, which will be marketed during the validity of the Software Update Service;
•	by updating the Product Documentation
•	from the technical support service
In no case, unless otherwise agreed in writing, the Service will be provided in relation to modified Products unless said modification has been made by the FMS GROUP.
All updates will be subject to the same discipline dictated for the Products.
Future versions or new modules / products will be available upon explicit request of the CUSTOMER and by virtue of specific agreements between the parties.

1 - Ownership of the rights on the Product
The final customer is granted the non-exclusive and non-transferable right to use the Product and the documentation connected to it, exclusively for its internal use.
All rights of intellectual property, author, patent and industrial invention on the Product, including trademarks and registered names, are and will remain of the FMS GROUP, hereinafter Licensor, and will therefore not be modifiable or erasable by the end customer in any way.
Both the FMS GROUP brand and the rights to the Product must be reproduced and highlighted on each copy of them, even if partial, and of the related documentation, which the final customer will be authorized to make.
Furthermore, any violation of the Licensor's rights cited above, of which the end customer becomes aware, must be immediately communicated to the FMS GROUP or to the Licensor itself.


2 - Limitations on the use of the Product
The Product may only be used in object code format, on a single hardware system and for the maximum number of users contractually determined.
For the transfer to a more powerful hardware system or for the increase in the number of users, if authorized in writing by the FMS GROUP, the relevant fee must be paid.
Neither the Product nor the documentation connected to it may be reproduced by any means, neither in whole nor in part, with the exception of a backup copy which will be subject to the same rules as the original.
It is clearly understood that the end customer will not be able to assign, sub-license, transfer or grant use for any reason, even free of charge, even if only in part and / or for a fixed period, the Product.
Customer it will not be able to make or have made even by third parties, backward compilation, disassembly and decompilation of the software unless, despite requesting it in writing, it has not received from us, within a reasonable time, the information necessary for other programs to be made interoperable with the Product, without however violating the rights of the Licensor referred to in the previous point.
He is also prohibited from entering into an outsourcing contract with third parties that directly or indirectly involves the use of the Product in question by the third party.

3 - Privacy
The Product and all the information connected to it, including all its updates, improvements and modifications, will be considered confidential and protected with the same care adopted for the most confidential information of the final customer. In particular, no information about the Product may be disclosed to third parties, including the information obtained with the search for interoperability, nor the tests carried out on it, nor the ideas and principles on which each of its elements is based.

4 - Warranty
The maximum conformity of the Product to the technical specifications described it is guaranteed as well as, subject to the correct functioning of the hardware system and, obviously, to the correct use of the Product, only the absence of manufacturing defects of the material with which the disks are made and the material components of the Product in normal use.
The warranty is void if the Product has been manipulated or altered. The warranty is valid for a period of 90 days from the date of delivery. In case of anomalies, the end customer must report it to us in writing by registered letter with return receipt under penalty of forfeiture within 8 days of discovery.
In this case the FMS GROUP will only be required to replace the material within a reasonable time, with the exclusion of any other obligation or liability.

5 - Knowledge of the Product
By purchasing the User License, the end customer will prove that he has an exhaustive knowledge of the Product, its technical characteristics, its functions and applications and that he deems it suitable for his technical and operational needs, therefore excluding any responsibility of the FMS GROUP and of the Licensor should it prove not to suit his needs.

6 - Liability
Neither the Licensor nor the FMS GROUP will be liable, except in cases of willful misconduct or gross negligence, for any direct or indirect damage suffered by the final customer or third parties due to defects in the Product or the use or non-use of them, as well as of work and supply of Services by the FMS GROUP, including any loss of profit.
It is understood that the maximum limit of the responsibility of the FMS GROUP and / or that of the Licensor towards the final customer or towards third parties for damages of any kind or for any reason connected with the Product and / or with the Services will in any case consist of the price paid for the acquisition of the Product or the module of it from which the damage is derived or for the provision of the Service from which the damage is derived.
The same limitations will apply in case of responsibility of employees or supervisors of the FMS GROUP.

7 - Termination of the License
Licenses to use the Product will automatically terminate with all legal effects if the end customer violates one or more of the following points: 1 Ownership of the rights on the Product, 2 Limitations on the use of the Product, 3 Privacy.
From the moment of termination of the Licenses, the end customer will no longer be able to use the Product and must immediately, in addition to compensation for any damages:
•	destroy the Product installed on the hardware system;
•	return the documents and any other object that is functional, instrumental or simply connected to the use of the Product to FMS GROUP;
•	destroy any copies of the Product on magnetic or paper media.

8 - Verification
It is reserved to FMS GROUP the right to verify, at any time with adequate notice, both through its own staff and through qualified consultants, the compliance by the end customer of the obligations regarding the provisions of the previous points 1 and 2. By purchasing the Licenses of Use, the end customer will agree not to oppose the accesses inherent to the checks in question which he will be obliged to facilitate.