SOFTWARE USER LICENSE AGREEMENT EMF PLANNER ©
This user licence is between the end user, client or legal representative, (hereinafter referred to as “Customer”) and PuglieseProgettazioni – Ing. Francesco A. Pugliese, whose registered office is in via Antonio Gramsci 4, Nova Siri (MT), Italy, VAT No.: 01332020773, hereinafter referred to as “Supplier”, as the sole distributor and global representative designated by the Developer CTT – Center of Telecommunication Technologies, LLC (Центр телекомуникационных технологий – ООО “ЦТ”), 630099 st. Ordzhonikidze, building 40, Novosibirsk, Russian Federation, www.ctt-group.ru, hereinafter referred to as “Developer”.
Art. 1 Preliminary Considerations
1.1. The Supplier grants the Customer the license to use the Electromagnetic Field Analysis and Calculation software called EMF Planner © (hereinafter referred to as “software”), developed by the CTT – Center of Telecommunication Technologies, LLC (Центр телекоммуникационных технологий – ООО “ЦТТ”). This software is provided to the Customer with its predefined configuration and features in the installation file. This license applies both for installations at the Customer and for installations on remote servers and for use in service or on-demand mode and includes components, printed material and online or electronic documentation.
1.2. By installing and/or using the EMF Planner© software, the Customer implicitly accepts to be bound by the conditions of this license. If the Customer does not accept the terms and conditions of this license, he is not authorized to install and/or use the EMF Planner© software.
1.3. The Customer states that he has chosen the EMF Planner© software because it corresponds to his needs, and that he has read the documentation and this agreement. He acknowledges that this agreement is all encompassing.
1.4 The Customer states that he has read the minimum and recommended requirements of the computer on which the software is to be installed, published on the Supplier’s website, and declares to have examined and ascertained the suitability of his/her computer(s) for the operation of the EMF Planner© software.
1.5. The Supplier has entered into express agreements with the Software Developer company (hereinafter “Developer”) in order to promote, market and provide assistance to the EMF Planner© product. A copy of the aforementioned agreement can be consulted and downloaded on the web page of the Supplier’s website www.puglieseprogettazioni.it. The Customer may order other Products or Services that are promoted or marketed by the Developer which however remain separate and independent from the Supplier.
Art. 2 Ownership
2.1 On the basis of an exclusive agreement with the Developer, the Supplier grants the Customer a license to use the software indicated in Art. 1 of this contract, together with the files necessary for installation, which are provided in the form of an executable module and which in any case remain the exclusive property of the Supplier. The amount of use licenses to be installed, the number of users and the activated features are indicated in the supply contract. Any exceptions must be agreed and expressly defined with a specific supplementary document.
2.2 Once in possession of the license to use the software, the Customer is strictly forbidden to transfer or sub-license them to third parts for free or for a fee, as well as to make more copies that what is necessary for normal backup or recovery operations. The provision of services to third parts, whether free of charge or for fee, is also prohibited, unless the parts agree otherwise. In addition, the Customer undertakes to exercise only the permitted use of the software purchased by him, not to modify it or to incorporate it in whole or in part in other software.
2.3 The violation of the provisions of point 2.2 or the non-payment by the Customer, in whole or in part, of the price of the license and of anything else that may be due, will give the Supplier, in accordance with the law, the right to withdraw the user license, by disabling the key / password to access the software, upon notice of immediate disabling of the software, with notice sent by letter or e-mail. Any sums already paid will be retained by the Supplier as compensation for damages. The Supplier reserves the right to request compensation for any further damage caused.
Art. 3 Delivery of Software
3.1 The delivery of the files for the installation of the software, the key / password and any other accessory files will be sent by e-mail to the address communicated by the Customer. Sending on special magnetic media (CD, DVD, etc.) or by direct installation on the Customer’s servers, which authorizes their use, must be requested and quoted separately, and are not part of the contractual standard offer.
3.2 The Supplier will not be responsible for delays in delivery due to unforeseeable circumstances or force majeure, including strikes or other causes attributable to third parts.
Art. 4 Customization of Software
4.1 In addition to the software license and included in the sales package, the offer includes assistance, any parameter customization and advice on use for a period of one year (365 days), starting from the date of purchase and for a maximum of 15 (fifteen) sessions (of a maximum duration of 45 minutes each) to be carried out, at the request of the Customer, in remote connection mode via a Skype platform (or possibly other free platform for the Customer). A system of tickets for reporting any malfunctions or problems inherent in the functionalities of the software is available. The purchase of the aforementioned 1-year service package can be subsequently renewed. Apart from the aforementioned main package (software license + annual assistance), it is also possible for the Customer to purchase the following products from the Supplier: a) 8-hour online tutorial course for EMF Planner ©, to be carried out on an agreed date on the telematic platform; b) Buildings database creation service that can be imported into the software, with a predefined supply folder (max 50 files); the service consists in receiving from the Customer a vector file (shapefile) with a database layer of buildings with their relative position, volume and height to be transformed into a format that can be directly imported and used by EMF Planner© for the relative calculations and analysis of the electromagnetic field. The geographical extension for each vector type layer must not exceed the maximum extension of 1 square km.
4.2 The customer is responsible for using the personalized data in order to verify its correctness and operation under normal conditions of use. Any complaints or reports of problems on customized data must be communicated in writing to the Supplier, under penalty of forfeiture, no later than 10 days after delivery.
4.3 The changes requested by the Customer to the software covered by this user license are not considered in any case included in the software maintenance contract; any agreements to guarantee their implementation are to be stipulated separately.
Art. 5 Duration Concession of use of software
5.1 The granting of use of the software license and the validity of the key / password covered by this contract will be indefinite. The period of validity of the associated consultancy, elaborate supply and tutorial services is that indicated in the supply contract.
Art. 6 Start-up of Software
6.1 This contract governs the licensing of use of the softwaredistributed by the Supplier and additional consulting and assistance services. The price of the products and services purchased is indicated in the supply contract and includes all charges required by law with the exclusion of VAT only, which will be calculated, applied and added to form the total price at the time of payment.
6.2 The conditions for all assistance services for software start up and support to the Customer, provided by the Supplier, where provided, are explicitly indicated in the supply contract in point 4.1, with an indication of the methods and limitations.
Art. 7 Payment Conditions
7.1 The Customer undertakes to pay the amount indicated in the supply contract relating to the granting of use of the software and, if present, the additional services listed in 4.1, at the time of the purchase order. The Supplier undertakes to provide the installation file and the relevant license for use within 5 working days of receipt of payment. For the service a) 8-hour online tutorial course for EMF Planner ©, to be carried out on an agreed date on an online platform, and b) Database creation service that can be imported into the software, with a predefined supply folder (max 50 files), provided at the request of the Customer. In particular, point b) will be provided within 3 working days from the Customer’s order.
Art. 8 Use of Software and Protection of Secrecy
8.1 The Customer has the right to use the software granted in use through this contract. The Customer undertakes to keep the contents of the software secret and to protect the property rights of the Developer and the Supplier with the utmost diligence.
8.2. This user license does not confer any rights on the source program, and all the techniques, algorithms and procedures contained in the software and in the related documentation are confidential information owned by the Supplier, the Developer or its assignors who hold all the rights exclusively. It cannot be used by the Customer for purposes other than those indicated in this contract. In particular, it is expressly forbidden: to modify the software, to incorporate it in whole or in part in other software, reverse engineering or any other operation capable of infringing the rights of the Developer and / or the Supplier.
8.3 The Parts also agree that it is expressly forbidden to copy, transfer or disclose all or part of the software in any form whatsoever except for reasons of security and operational functionality.
Art. 9 Updates of Software
9.1 The software is provided as it is; the Supplier constantly undertakes to contribute, with the Developer, to the improvement of the software. Included in the license, updates and improvements made to the software with minor releases will be communicated to the Customer and made available free of charge. Major releases, assistance for new procedures and related installation and configuration times, travel times and expenses for consultancy at the Customer’s premises, are always excluded from this supply contract and are to be quoted separately and will be provided with an additional specific assistance contract, in its validity period.
9.2 What is expressed in paragraph 9.1 is however related to the use of software in the standard format, any customizations or changes made (see Article 4) will be migrated to the new software release and this activity will be quoted separately.
Art.10 Limitation of the Customer’s Rights
10.1 It is prohibited to copy, distribute or create derivative products of the software, with the exception of a copy of the software on magnetic media as a backup copy for the archive, provided that the latter is not installed or used on any Client’s workplace. Any other copy of the softwaremade by the Customer represents a violation of this contract.
10.2 The Customer may not use, modify, translate, reproduce or transfer the right to use the software, or copy the software, except where expressly indicated in this contract.
10.3 Resale, sub-license, rental and lending of the software are not permitted.
10.4 Decoding, decompilation, disassembly and any attempt to determine the source code of software, as well as the creation of derivative products based on software, are prohibited.
Art. 11 Copyright
11.1 The software and all related rights, including, but not limited to, all associated property rights, belong to the Developer and / or its licensors, affiliates, or distributors, and are protected by applicable safeguards of copyright. The structure, organization and code of the software constitute confidential information owned by the Developer and / or its licensors, affiliates or distributors. Copying of software is prohibited, except for the cases provided for in art. 10 (Limitations of the Customer’s Rights).
11.2. Any copies authorized under this Agreement must contain the same copyright and proprietary notices as found on the software.
Art. 12 Third-parts software and services
12.1 12.1 In order to use some functions for exporting the results, it is necessary to use the following software on the Customer’s computer system: Microsoft Word and Microsoft Excel. Software owned by third parts is excluded from the scope of this license (by way of example, but not limited to, Microsoft Word, Microsoft Excel, AutoCAD, etc.); for whose installation, registration, use, limitations and guarantees it is necessary to refer exclusively to the license granted by the respective manufacturer. The use of such software or services may be governed by additional license agreements, for which the Supplier assumes no responsibility.
12.2 The Supplier declines all responsibility for indirect, incidental or ancillary damages, foreseeable or unforeseeable, caused to the Customer, in particular, by way of example but not limited to, loss of earnings, loss of profit, loss of material, including costs of recovery, reproduction and repair of the aforementioned losses, deriving from the use of such third-part software or services and / or the inability to use them.
Art. 13 Warranty, risk of loss or damage
13.1 The Customer expressly accepts that the use of the software is at his/her sole risk.
13.2 The Supplier exclusively guarantees that the softwareis capable of carrying out the operations envisaged and described in the technical descriptions relating to the individual products. The warranty is also conditional on the proper functioning of the computer and system software and the correct use of the system by the Customer. Any other warranty is excluded. The software is provided in the state in which it is, found and the Supplier does not guarantee that the functions contained in the software are immune from occurring and / or original defects.
13.3 The warranty exemption contemplated here is to be interpreted according to the applicable law and will be ineffective in the part that is incompatible with the mandatory provisions of the law itself.
13.4 Within the maximum limits permitted by applicable law, under no circumstances the Supplier, its employees or its licensors or its affiliates will be held liable for the loss of profits, revenues, sales, data, information or costs arising from the replacement of goods. or services, property damage, personal injury, business interruption, loss of business information, or for any direct, indirect, incidental, economic, exemplary, punitive, special or consequential damage, regardless of the cause and whether such event arises from a contract, negligence or other interpretation of liability arising from the installation or use or the inability to use the software, even if the Provider, the Developer or its affiliates have been advised of the possibility of such damages.
13.5 The term “FORCE MAJEURE” is understood by both parts as any unforeseeable, inevitable and independent action or event that delays, prevents or suspends temporarily or permanently the execution of the contract and / or of one or all obligations bound to it. In the event of a force majeure event, the Supplier will not be liable to the Customer for delays or failure to perform its duties directly or indirectly due to circumstances beyond its control.
13.6 The Supplier is not responsible for any actions or statements made by the partners which it may use to promote, market and provide assistance to certain Products, nor for any obligations that they have assumed towards the Customer or any products or services that they provide to the Customer on the basis of their agreements.
14.1. The Supplier, as the Data Controller, pursuant to the GDPR EU Regulation 2016/679, informs the customer (hereinafter “interested party”) that the personal data acquired from the interested part or from third parts, subject to processing, are used directly to fulfill purposes for carrying out the existing relationship in full compliance with the principle of correctness and lawfulness and the provisions of the law.
14.2. The data processing is carried out through electronic and paper media by specifically appointed internal subjects. The data are stored in paper and/or electronic archives with full assurance of the minimum security measures provided by the legislator.
14.3. The personal data collected will not be disclosed, sold or exchanged with third parts other than the Data Controller, the Managers and the persons in charge, without the express consent of the interested part, without prejudice to communications to third parts (such as partners, accounting and tax consultancy companies , credit recovery companies, legal consultants, IT companies), where necessary for the performance of functional activities to the Data Controller as long as they are inherent to the purposes referred to in this information, with a guarantee of use by third parts in full compliance with the principles of lawfulness and correctness and the provisions of the law.
14.4. The personal data of the interested parts will be kept for the time necessary to carry out the existing relationships between the parts and in any case in compliance with the provisions of the law.
14.5. The interested part may assert his rights as expressed by the GDPR EU Regulation 2016/679, by contacting the Data Controller. In particular, the interested part can obtain confirmation of the existence or not of personal data concerning him, even if not yet registered, and their communication in an intelligible form. The interested part has the right to obtain information on: a) the origin of personal data; b) the purposes and methods of the processing; c) of the logic applied in case of processing carried out with the aid of electronic tools; d) the identification details of the Data Controller, of the managers and of the designated representative pursuant to Article 5, paragraph 2; e) the subjects or categories of subjects to whom the personal data may be communicated or who can learn about them as appointed representative in the State, managers or agents. The interested part has the right to obtain: a) updating, rectification or, when applicable, integration of data; b) the cancellation, transformation into anonymous form or blocking of data processed in violation of the law, including those that do not need to be kept for the purposes for which the data were collected or subsequently processed; c) the attestation that the operations referred to in letters a) and b) have been brought to the attention, also as regards their content, of those to whom the data have been communicated or disseminated, except in the case in which this fulfillment is proves impossible or involves the use of means that are manifestly disproportionate to the protected right. The interested part has the right to object, in whole or in part: a) for legitimate reasons, to the processing of personal data concerning him, even if pertinent to the purpose of the collection; b) to the processing of personal data concerning him for the purpose of sending advertising or direct sales material or for carrying out market research or commercial communication.
14.6. The Data Controller is Ing. Francesco A. Pugliese, with headquarters of his Engineering Studio PuglieseProgettazioni in via Antonio Gramsci 4, Nova Siri (MT), Italy, VAT number: 01332020773.
14.7. The provision of data is optional but necessary, as any refusal to release it makes it impossible for the Data Controller to fully carry out all the activities necessary or functional to the established relationship and to fulfill the obligations connected to it.
14.8 By purchasing the services of this quotation, the Customer expressly authorises and consents to being named by the Supplier for the sole purpose of customer reference – without indicating any other personal or corporate data – such as on the Supplier’s website on the “Our Customers” page. In the event that the Customer does not wish to be named, he must expressly notify the Supplier in writing within 15 days from the date of purchase.
14.9. Pursuant to the GDPR EU Regulation 2016/679, consent to the processing of the aforementioned data is not necessary when they are collected to comply with legal obligations or for the execution of obligations deriving from the contract.
Art. 15 Competent Court
15.1 Unless otherwise required by law, for any dispute that may arise between the parts relating to the interpretation and / or execution of this contract, the Court of Matera (Italy) will be exclusively competent.
Art. 16 Applicable Law
16.1 Unless otherwise required by law, Italian law will be applicable to this agreement.
All the above being stated, with this contractual integration valid for all legal purposes, the parts agree to confirm all current contractual articles and to add the following contractual clauses, as follows:
Liability and Warranty forfeiture
The Customer indemnifies the Supplier from any type of guarantee, from any and all civil and criminal liability, loss, legal action, damage or claim (including reasonable expenses, costs and legal fees) relating to the “software user license agreement EMF Planner©” and in charge of the “EMF Planner© software assistance and maintenance contract”.
The Supplier is not liable for, by way of example and not limited to, damages suffered by the Customer, loss of data, loss of profits, revenues, sales, information, damage to property, personal injury, business interruption, loss of commercial information , or for any direct, indirect, incidental, economic, exemplary, punitive, special or consequential damage, regardless of the cause, tort, negligence or other interpretation of responsibility following the release of the credentials for the use of the software, also in relation to original or supervening defects, defects or use for a specific purpose.
The Supplier is also not liable for any direct or indirect damages suffered by the Customer or third parts as a result of the use or non-use of the product covered by this contract.
Custody of Administrator Credentials
The Customer remains responsible for the correct custody of the license and access credentials to the computer system for the use of the EMF Planner© software avoiding that these are known by unauthorized third parts, as well as any other improper use. Identical obligations also apply with reference to the authorized and/or delegated contacts by the Customer to access the EMF Planner© software.
In the event of a request for remote or on-site assistance, the Customer also undertakes to provide the supplier with the necessary credentials to allow assistance and proper maintenance to be carried out.
This agreement is governed by Italian law. The language is the Italian language. In the case of translation of the same into other languages, the interpretative doubts will be resolved on the basis of the Italian version.
The parts determine that these conditions are subject to Italian jurisdiction. The parts therefore agree that for any dispute that may arise between them regarding the validity, interpretation or execution of the same, with the exception of those relating to intellectual or industrial property rights to be devolved to the specialized sections in the field of property, industrial or intellectual ordinarily competent, the Court of Matera (Italy) will be exclusively competent.
Final provisions and postponement
For anything not expressly governed by this contract, the parts will refer exclusively to the current legislation of the Italian legal system and, in particular, to the rules of the Civil Code.