These license terms represent an agreement between Microsys srl (also MSYS) and the licensee. The licensee must read and examine them carefully. These terms and conditions are applied to Microsys srl software, including any other storage media through which it has been received. These terms are also applied to:

• Updates
• Extras
• Technical support services

supplied by MSYS3 regarding the software, unless they are not accompanied by specific conditions. In this case, these specific conditions shall prevail over those of this contract.

By installing, making installing or using the software, the licensee accepts these terms. If the licensee does not accept the terms, he could not install, make others install, or use the software.

If the licensee complies with these license terms, he will receive the rights described as follow for every software license purchased or subscribed.

• "MSYS software solutions" are software solutions developed by Microsys srl or by its own subsidiaries and resold to the licensee, but not specifically developed on its request.
• "Licensee" means the natural or legal person who has accepted these license conditions and its subsidiaries.
• "Subsidiary" means a legal person who is owner of one of the parties or is under common ownership of one of the parties.
• "Property" means the ownership of more than 50%.
• "Reselling Partner" indicates the subject who has entered into a resale contract with Microsys srl authorizing him to market and distribute MSYS software solutions.

The software is licensed to the licensee either:

• by subscription: a non-exclusive, non-transferable and time-limited (typically 12 months) concession of usage rights;
• through licensing, which becomes perpetual upon payment.

The software and the related documentation are owned by Microsys srl. The software is not sold but is perpetual licensed.

The use of any release, revision, improvement, customization as well as any technological upgrade of the software are governed by this document.

The present contract gives the licensee only some rights, while Microsys srl reserves all the other rights, to the maximum extent permitted by applicable law. Licensee can use software only in the way described in the present contract.

If the MSYS software solution is granted in subscription, MSYS may suspend the use of the subscription if the licensee violates the use criteria or does not respond to a claim concerning an alleged violation. When it deems it reasonable, MSYS will inform the licensee of its intention to suspend the subscription to the MSYS software solutions.

All rights granted to the licensee under this agreement are not exclusive and are not transferable and apply only on condition that neither the licensee nor any of its subsidiaries is seriously in breach of this contract.

By accepting these terms, the licensee is entitled to:

• install the software solution in one place, server, web site or in other storage tool;
• make the software available and accessible to its users within the limits and the quantities defined with MSYS or with the reseller partner;
• create a backup of the software solution;
• create instances of passive fail-over of the system database on a temporary basis;
• in the case of software solutions granted in perpetual license: upon purchase of the maintenance fee, to receive updates of the solutions;
• in the case of solutions granted by subscription: to receive updates of the solutions during the period of validity of the subscription.

Unless agreed in writing and authorized by Microsys srl, the licensee is explicitly prohibited from:

• rent, lease or loan the software, or use the software to provide hosting to third parties;
• distribute (totally or partially) every component which makes/composes the MSYS software solution;
• create derivatives of the MSYS software solutions;
• decode, decompile or disassemble the MSYS software solutions;
• redistribute software copies which are incomplete, modified, reverse engineered or altered;
• use the software in ways not covered by this agreement.

The licensee may modify the software solution only to the extent necessary to use it for internal commercial purposes if he has received it in source code format or the licensee or any third party acting on his behalf have obtained from Microsys srl the tools that allow the licensee or third parties to change the object code format.

The licensee relieves MICROSYS SRL of any responsibility for problems arising from modifications made by the licensee, a partner or third parties acting on behalf of the licensee, or for any problems caused by the hardware or software of third parties.

Microsys srl is not obliged to provide technical or other support for changes made by the licensee, a partner or third parties.

Microsys srl does not formulate any declaration, approval, guarantee or assurance regarding the suitability of the software for the licensee's activity.

Microsys srl and its reselling partners are independent entities and Microsys srl is neither responsible nor bound by any actions taken by such commercial partners.

The licensee may request Microsys srl only the compensation for direct damages up to the amount actually paid by the licensee for the purchase of the software in the case of a perpetual license, or within the limit of the amount actually paid by the licensee in the last year in the case of subscription. Licensee may not claim compensation for any other damages, including consequential, special, indirect or incidental, or lost profits.

This limitation applies to:

• any matter related to the MSYS software solutions;
• claims for breach of contract, breach of warranty, strict liability, negligence, loss of data, damage to records or data, loss of goodwill, loss due to business interruption, or other offence to the extent permitted by applicable law.

This limitation is applied also in case of:

• software restoration, substitution, or refund do not fully compensate the licensee for any losses, or
• MSYS has been advised or would have been aware of the possibility of such damages.

MSYS software solutions will work in substantial conformity with what is indicated in the original Microsys srl documentation provided or made available to the licensee.

The limited warranty is valid for one year from the date on which the MSYS software solution was purchased or subscribed for the first time. If the licensee receives supplements, updates or replacement software during the warranty period, they will be warranted for the remainder of the warranty period or for 30 days, whichever is longer. In the case of MSYS software solutions granted in subscription, the warranty is void with the suspension or termination of the subscription.

This warranty does not apply to problems arising from the actions (or omissions) of the licensee or third parties including, by way of example, any modifications or implementations performed by the licensee, a partner or third parties acting on behalf of the licensee, or events outside the reasonable control of Microsys srl.

Microsys srl will repair or replace the software and its updates at no additional cost by making the correction available to the licensee or to the reselling partner.

If repair or replacement is not possible, Microsys srl will reimburse up to the maximum limit of the amount paid by the licensee to Microsys srl or to the reseller partner for the purchase of the software solution or paid by the licensee in the last year in the case of subscription.

If the licensee has purchased or subscribed the solution from an Microsys srl reselling partner, the refund will be credited to the licensee by the partner.

This agreement does not affect any consumer rights of the licensee under the local laws.

To obtain warranty service, the licensee must have proof of purchase or subscription.

To make a claim under warranty, the licensee must contact Microsys srl in the case of a direct purchase or the reselling partner supplying the solution; if the latter is unable to help, the licensee may contact Microsys srl at its registered office.

MICROSYS SRL will not provide any support in case of:

• the software is installed in an operating system not specified in the standard prescribed by Microsys srl;
• improper use of the solution and / or lack of training by the staff on the use of the solution;
• the software was supplied rather than maintained by different people rather than not authorized by Microsys srl;
• the hardware used to use the software does not meet the minimum requirements of Microsys srl.

During the period of validity of this contract, subject to prior written notice (except in cases of software counterfeiting), Microsys srl or its reselling partner may perform an audit (inspection) at any time to verify Licensee's compliance with this agreement.

An audit will be carried out during normal working hours and so as not to unreasonably interfere with the licensee's normal activities. This also obliges the licensee to provide access to Microsys srl or to its reseller to the solution in use as well as to facilitate the performance of the audit throughout the duration.

It should also be noted that, in the case of MSYS software solutions granted in subscription, the solutions subscribed may periodically provide information to MSYS to verify that the software has a valid license and that the validity period has not expired. This information includes the company's subscription identifier, product name, license serial number, product version number and date of last use. The use of the software serves as consent to the transmission of the information listed here.

It is agreed between the parties that this agreement is exclusively governed by the Italian law.

Any dispute concerning the validity, interpretation, performance and termination of this Agreement shall be referred exclusively to the Court of Milano, Italy. In case of some terms cannot be applied, the entire contract will remain valid and applicable in all its other points.

This agreement will be deemed concluded when any term described in it is violated, or the licensee ceases using the software, or in the case of cancellation of the subscription.

The terms of this agreement can be modified only in writing by Microsys srl. They represent the set of all agreements between the licensee and Microsys srl in relation to the MSYS software solutions:

• it substitutes any prior oral and written communications, proposals and representations regarding the object of the contract;
• tot prevails over any conflicting or any other quote, order additional terms, as well as similar communications between the parties.