End User License Agreement
READ THIS end user license AGREEMENT (“EULA”) BEFORE INSTALLING OR USING THE
PRODUCT TO WHICH THIS EULA APPLIES. BY ACCEPTING THIS EULA, COMPLETING THE
REGISTRATION PROCESS, AND/OR INSTALLING OR USING THE PRODUCT, YOU AGREE ON
BEHALF OF YOURSELF AND YOUR COMPANY (IF APPLICABLE) TO THE TERMS BELOW.
IF YOU DO NOT AGREE WITH THESE TERMS, OR DO NOT HAVE THE AUTHORITY TO BIND YOUR
COMPANY, DO NOT INSTALL, REGISTER FOR OR USE THE PRODUCT, AND DESTROY OR
RETURN ALL COPIES OF THE PRODUCT.
UNLESS OTHERWISE SPECIFIED IN THIS EULA, DEVDEPT SOFTWARE S.R.L. IS THE LICENSOR
OF THE PRODUCT. THE LICENSOR MAY BE REFERRED TO HEREIN AS “devDept”, “we”, “us”, or“our”. IF YOU ARE AGREEING TO THIS EULA ON BEHALF OF YOURSELF IN YOUR INDIVIDUALCAPACITY, THEN YOU ARE THE LICENSEE AND YOU MAY BE REFERRED TO HEREIN AS, “you”, or“your”. IF YOU ARE AGREEING TO THIS EULA ON BEHALF OF YOUR COMPANY, THEN YOUR
COMPANY IS THE LICENSEE AND ANY REFERENCES TO “you”, or “your” WILL MEAN YOUR
COMPANY.
This EULA includes the following sections:•Definitions•

General Terms and Conditions•

Support and Updates•Intellectual Property Ownership•

Third-Party Software•

Nondisclosure•

Disclaimers, Limitations of Liability•

Indemnity•

Miscellaneous

1. DEFINITIONS“APPLICATION DEVELOPMENT” means any development or debugging activity, including theuse of debugger visualizers, and the use of designers to create and design user interfaces
visually.
“DOCUMENTATION” means any technical instructions or materials describing the operation of
the PRODUCT made available to you (electronically or otherwise) by us for use with the
PRODUCT, expressly excluding any user blogs, reviews or forums.
“HOSTED SERVICES” means computer software program(s), content, and related services
provided by us on a software-as-a-service basis through computers we or our Affiliates or our
respective contractors (including cloud infrastructure suppliers) control.
“LICENSED DEVELOPER” means one of your employees or third-party consultants authorized
to develop YOUR INTEGRATED PRODUCTS specifically for you using the PRODUCT PACKAGE inaccordance with this EULA.

“PERMITTED END USER” means your own end-user licensees, including but not limited to, youremployees to whom you license and distribute a Product (or portions thereof) solely as part of
YOUR INTEGRATED PRODUCT in accordance with the redistribution terms specified in section
2.4. (Redistribution).
“PRODUCT” means the Product(s) or HOSTED SERVICES, as applicable, identified in an
ORDER, and any UPDATES.
“PRODUCT PACKAGE” means the PRODUCT and the DOCUMENTATION, collectively.
“ORDER” means a written or electronic order document entered into between you and us (or an
Authorized Reseller) for the PRODUCT. Unless an order says something different, each order will
be governed by the terms of this EULA and include the name of the PRODUCT being licensed
and any usage limitations, applicable fees, and any other details related to the transaction.
“OUR TECHNOLOGY” means any software, code, tools, libraries, scripts, application
programming interfaces, templates, algorithms, data science recipes (including any sourcecode for data science recipes and any modifications to such source code), data science
workflows, user interfaces, links, proprietary methods and systems, know-how, trade secrets,techniques, designs, inventions, and other tangible or intangible technical material, information
and works of authorship underlying or otherwise used to make available the PRODUCT,
including, without limitation, all Intellectual Property Rights therein and thereto.
“RUNTIME USAGE” means executing YOUR INTEGRATED PRODUCT without any developer tool
attached, including deployment and redistribution.
“UPDATE” means any update, enhancement, error correction, modification or new release to
the PRODUCT that we make available to you.
“YOUR INTEGRATED PRODUCT” means those software applications which: (i) are developedby your LICENSED DEVELOPERS; (ii) add substantial functionality beyond the functionality
provided by the incorporated components of the PRODUCT PACKAGE; and (iii) are notcommercial alternatives for, or competitive in the marketplace with, the PRODUCT PACKAGE or
any components of the PRODUCT PACKAGE.
2. GENERAL LICENSE TERMS AND CONDITIONSo

License Types. devDept grants you the rights described in this EULA provided
that you comply with all the terms and conditions of this EULA. The license type
for the PRODUCT will, unless otherwise specified in this EULA, be one of thefollowing license types:▪

Subscription license: devDept grants, upon payment of the applicable
fees, a limited, non-exclusive, non-transferable, royalty-free license to
install and use the functionality of the Licensed PRODUCT for your single
concurrent internal use, and to design, develop and test any number
applications that you create. Licenses granted are time-limited for
APPLICATION DEVELOPMENT and perpetual for RUNTIME USAGE.
▪

Subscription Period. Your right to use the PRODUCT under thisSubscription is limited to the Subscription period identified in the
ORDER. You may have the option to extend the Subscription. If
the Subscription is extended, you may continue using thePRODUCT under the Subscription until the end of the extended
Subscription period.
▪

▪

oExpiration of Subscription Period. When the Subscription expires,
all license-specific features of APPLICATION DEVELOPMENT willstop running, while RUNTIME USAGE will continue indefinitely.

Trial License: devDept grants a one-time right to install and use eachmajor version of the PRODUCT for evaluation purposes, without charge,
for thirty (30) days from the date of the installation (“Evaluation Period”).
Your use of the PRODUCT during the Evaluation Period shall be limited tointernal evaluation and testing of the PRODUCT for the sole purpose ofdetermining whether the PRODUCT meets your requirements.

Restrictions.
▪

Subscription license restrictions: Except as otherwise expressly
permitted in this EULA, you will not:▪

copy, modify, adapt, translate, or otherwise create derivative
works of the PRODUCT, DOCUMENTATION, or any software,
services, or other technology of third-party vendor(s) or hosting
provider(s) that we engage;▪

disassemble, decompile or “unlock”, decode or otherwise
reverse translate or engineer, or attempt in any manner toreconstruct or discover the source code or underlying structure,ideas, or algorithms of the PRODUCT except as expressly
permitted by law in effect in the jurisdiction in which you arelocated;▪

rent, lease, sell, distribute, pledge, assign, sublicense orotherwise transfer or encumber rights to the PRODUCT;▪

make the PRODUCT available on a timesharing or service bureau
basis or otherwise allow any third party to use or access the
PRODUCT;▪

remove or modify any proprietary notices, legends, or labels on
the PRODUCT or DOCUMENTATION;▪

use or access the PRODUCT in a manner that: (i) violates any
Applicable Laws; (ii) violates the rights of any third party; (iii)
purports to subject us to any other obligations; (iv)could be
fraudulent; or (v) is not permitted under this EULA;▪

use the PRODUCT to develop, test, support or market productsthat are competitive with and/or provide similar functionality to
the PRODUCT; or▪

permit your Affiliates to access or use the PRODUCT unlessspecifically authorized elsewhere in this EULA or the ORDER;o▪

Trial license restrictions You may not create applications or begin
software projects using the PRODUCT under the terms of the Trial
license. You may not redistribute files in the PRODUCT distribution if
using an evaluation or trial version of the PRODUCT.

▪

Dangerous Use Restriction. You may not use the software in theoperation of nuclear facilities, life support systems, emergency
communications, aircraft navigation or communication systems, airtraffic control systems or any other activities where the failure of thesoftware, including any Projects, could lead to death, personal injury, or
severe physical or environmental damage.

Access to products. All deliveries under this EULA will be electronic. You musthave an Internet connection to access your devDept Account and receive any
deliveries. You are responsible for downloading and installing the PRODUCTPACKAGE, which is made available for download on the devDept website.
▪

Your Account. To access and/or use the PRODUCT PACKAGE, you mustregister for a “devDept Account” and you will be required to provide
certain information and you will either establish a username and apassword or login with a devDept-approved authentication method.
You are responsible for anyone who purchases or uses the PRODUCT
through you or your devDept Account, and any act or omission of any
such person that is not in compliance with these Terms will constitute an
act or omission by you. In certain cases, LICENSED DEVELOPERS may
be required to set up individual accounts or agree to applicable terms inorder to use the PRODUCT, but you remain responsible for all activity
that occurs via your devDept Account. You are responsible forsafeguarding your password, and you may not disclose your password to
any third party. You will immediately notify devDept of any unauthorized
use of your account or the accounts of the LICENSED DEVELOPERS.
Any information you provide to us must be accurate, current andcomplete, and you will update such information to keep it accurate,current and complete, and devDept may suspend or terminate yourdevDept Account in accordance with these Terms if any information you
provide to us proves to be inaccurate, not current or incomplete.
LICENSED DEVELOPERS can install the PRODUCT on an unlimited
number of computers, as long as they are connected to the internet.
Except as permitted herein, only one LICENSED DEVELOPER at a time
may use the PRODUCT on a given device.

▪

Documentation: the subscription license grants you the right to accessthe complete PRODUCT DOCUMENTATION only for the subscription
period identified in the ORDER.
With respect to electronic and other DOCUMENTATION, you may makeany number of copies (either in hard copy or electronic form) provided
that such copies shall be used only for internal purposes and are notrepublished or distributed beyond your premises.

▪

License Validation. We automatically check the version of any of our
products. Devices on which the PRODUCT is installed periodicallyprovide information to enable us to verify that the PRODUCT is properly
licensed. This information includes the software version, the end user’s
account details, product ID information, a machine ID, and the internet
protocol address of the device. If the PRODUCT is not properly licensed,
its functionality will be affected. By using the PRODUCT, you consent to
the transmission of the information described in this section.

oRedistribution. You are granted a royalty-free license to redistribute in binary
form any components of the PRODUCT explicitly marked as redistributable on
the understanding that you provide all technical support required for the
distribution, and that you do not allow recipients to disassemble, decompile, orin any other way allow them to gain separate access to the PRODUCT or any partof the PRODUCT.
You must include this copyright message: “Portion of copyright © devDept
Software S.r.l. All Rights Reserved.” in YOUR INTEGRATED PRODUCTS in alocation viewable by PERMITTED END USERS that will serve to protect our
copyright and other intellectual property rights in the Products.
The PERMITTED END USER documentation included with the redistribution, if
any, must include the following acknowledgment: "This product includes
software developed by devDept Software S.r.l. (http://www.devdept.com)."
Alternatively, this acknowledgment may appear in the software itself, if andwherever such third-party acknowledgments normally appear.

o

Payment Terms and Taxes. All fees payable to us are payable in Euro currency,
are due within 30 days from the invoice date and, except as otherwise expressly
specified herein, are non-cancellable and non-refundable. You agree to pay any
sales, value-added or other similar taxes imposed by applicable law that wemust pay on such fees, except those based on our income. If you and we agree
that you will pay by credit card, you will provide us with valid and updated credit
card information and you authorize us to store such information and bill suchcredit card for all fees applicable at the time that you order the PRODUCT.

oTerm and Termination.
▪

Term: The term of this EULA will commence upon your acceptance of
this Agreement and it will continue through the end of the applicable
Subscription period specified in the respective ORDER confirmation for
APPLICATION DEVELOPMENT. RUNTIME USAGE will continue
indefinitely.

▪

Termination. We may terminate this EULA by written notice at any time ifyou do not comply with any of your obligations under this EULA and failto cure such failure to our satisfaction within thirty (30) days after such
notice. This remedy will not be exclusive and will be in addition to any
other remedies that we may have under this EULA or otherwise.

▪

Effect of Termination. Upon earlier termination of this EULA, your rightto access and/or use the PRODUCT will terminate. You must immediately

cease use of the PRODUCT and destroy all copies of the Software in yourpossession (and require any Permitted Third Parties to do the same).
3. SUPPORT AND UPDATESoSupport Policy: If we offer and you purchase support for the PRODUCT, or if you
download the free trial license for the PRODUCT PACKAGE, then it will be
provided in accordance with our then current support policies for the applicable
PRODUCT in effect at the time of purchase or download. You may access our
support policies located at: http://www.devdept.com/company/legal#support.

oSubscription license. For any applicable period for which you have purchased
the subscription, you will receive minor and major UPDATES for the PRODUCT,
and will be entitled to receive the “Lite” or “Priority” support as determined attime of purchase and set forth on the ORDER. Your level of support (Lite or
Priority) is determined at the time of initial license purchase. You may upgrade
your level of support for individually purchased licenses at any time during anactive subscription period, provided we continue to make such levels of support
generally available. Any support level upgrades (if purchased) and all access to
support and UPDATES thereunder will be bound to the term of the then active
subscription Period (i.e. the renewal/expiration date of your subscription Period
will not change as a result of the support level upgrade).

oTrial License. Subject to the limitations and restrictions described in the
Support Policy, you are entitled to enter support requests via our ticketingsystem with a 72-hour response time for thirty (30) days after download of yourinitial Trial License. For avoidance of doubt, you are not entitled to additional
support requests for any Trial Licenses of the same or successor PRODUCT
downloaded after your initial download (e.g. to evaluate a new release), for aperiod of one (1) year from the date of your initial download.

oConsent to Use of Data. You agree that we may collect and use technicalinformation, excluding any confidential information, gathered as part of the
PRODUCT support services provided to you, if any, related to the PRODUCTPACKAGE. devDept may use this information solely to improve its products, toprovide customized services or technologies to you and to verify compliancewith the terms of this EULA. We may disclose this information, excluding any
information explicitly declared as confidential information, to others but not in aform that personally identifies you.

oUpdates and Upgrades. During the license subscription period, you may beprovided with UPDATES that you may install at your discretion. Your eligibility for
UPDATES is determined by your license type: Subscription License grants
access to UPDATES during the pre-paid subscription term.
If this copy of the PRODUCT is an upgrade or UPDATE from an earlier version of
the PRODUCT, it is provided to you on a license exchange basis. You agree by
your installation and use of such copy of the PRODUCT to voluntarily terminate
your earlier EULA and that you will not continue to use the earlier version of the
PRODUCT or transfer it to another person or entity.

oProduct Discontinuance. devDept reserves the right to discontinue the
PRODUCT; any component of the PRODUCT, whether offered as a standalone
product or solely as a component; and/or any support resources, at any time.

oDiscontinuation Policy. Once a software version is discontinued, no future
support or UPDATES will be provided or made available by us for that particular
software version. You understand that discontinued software versions (for which
support and UPDATES are no longer provided) may in the future be vulnerable toun-patched issues, including bugs, security, and other risks, and that devDept is
not responsible for your continued use of such software.

4. INTELLECTUAL PROPERTY OWNERSHIPThe PRODUCT, OUR TECHNOLOGY, DOCUMENTATION, and all other current or future
intellectual property developed by us, and all worldwide Intellectual Property Rights in each of
the foregoing and all UPDATES, upgrades, enhancements, new versions, releases, corrections,and other modifications thereto and derivative works thereof, are the exclusive property of us.
Except for the rights and licenses expressly granted herein, all such rights are reserved by us. All
title and Intellectual Property Rights in and the content that may be accessed through the use of
the Software is the property of the respective content owner and may be protected byapplicable copyright or other intellectual property laws and treaties. This EULA grants you norights to use such content.
5. THIRD-PARTY SOFTWARE
The PRODUCT may include third-party software, data or other materials that are subject to andprovided in accordance with terms that are in addition to or different from the terms set forth in
the EULA. Such terms may be included or referenced in or with such third-party software, dataor other materials or a web page specified by devDept (the URL for which may be obtained on
devDept’s website or on request to us). The list of third-party software, data or other materials
may be amended from time to time.
6. NONDISCLOSURE
Except as otherwise provided herein, each party agrees to retain in confidence all informationand know-how transmitted or disclosed to the other that the disclosing party has identified as
being proprietary and/or confidential or should reasonably be understood to be confidential
given the nature of the information and the circumstances surrounding its disclosure, andagrees to make no use of such information and know-how except under the terms of this EULA.
You will treat any information for the software as our confidential information and will notdisclose, disseminate or distribute such materials to any third party without our prior written
permission. Each party’s obligations under this section will apply during the term of this EULA
and for five (5) years following the termination of this EULA. You shall notify devDept
immediately upon discovery of any unauthorized use or disclosure of confidential information,
and will cooperate with us in every reasonable way to help devDept regain possession of theconfidential information and prevent its further unauthorized use or disclosure.
7. DISCLAIMERS, LIMITATIONS OF LIABILITYoDisclaimers. THE PRODUCT PACKAGE IS PROVIDED "AS IS" WITH NO
WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, THE WARRANTY OF DESIGN, MERCHANTABILITY AND FITNESSFOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM
DEVDEPT OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOTEXPRESSLY STATED IN THESE TERMS. YOU WILL BE SOLELY RESPONSIBLE FOR
THE ACCURACY AND QUALITY OF USER CONTENT, AND YOU UNDERSTAND
THAT YOU MUST EVALUATE AND BEAR ALL RISKS ASSOCIATED WITH YOUR USE
OF THE SOFTWARE, DOCUMENTATION AND ANY THIRD-PARTY MATERIALS, OR
YOUR RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF
THE SOFTWARE, DOCUMENTATION AND ANY THIRD-PARTY MATERIALS.
oLimitation of Liability. NEITHER DEVDEPT NOR ITS SUPPLIERS SHALL BE
LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL,INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING,
BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT ORACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESSINTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO
USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING
BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDINGNEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF DEVDEPT OR ITSREPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVEFAILED ITS ESSENTIAL PURPOSE.

o

Product Compliance with documentation. Except for evaluation or pre-release
versions of the PRODUCT, we warrant to you that, for ninety (90) days from thestart of the subscription period, the PRODUCT will comply with the applicable
DOCUMENTATION in all material respects. Your exclusive remedy, and our soleliability, with respect to any breach of this warranty will be for us to use
commercially reasonable efforts to promptly correct the non-compliance(provided that you notify us in writing within the warranty period and allow us areasonable cure period). If we, at our discretion, reasonably determine that
correction is not economically or technically feasible, we may terminate yourlicense to the PRODUCT and provide you a full refund of the fees paid to us withrespect to the PRODUCT or a refund of the prepaid fees for the unused portion of
the license period. Delivery of additional copies of, or UPDATES to, the
PRODUCT will not restart or otherwise affect the warranty period.

8. INDEMNITY
You will indemnify and hold devDept harmless against any and all losses, liabilities, costs andexpenses (including reasonable attorneys’ fees) suffered or incurred by devDept by reason of
any claim, suit or proceeding arising out of or relating to: (a) User Content, (b) your access to or
use of the PRODUCT, DOCUMENTATION and Third-Party Materials, including any Projects,
Developed Materials or other results produced by such use, (c) your breach or any acts oromissions that, if true, would be a breach of these Terms (including any Commercial Terms orAdditional Terms), and (d) your breach or alleged breach of any applicable law or regulation.
9. MISCELLANEOUS

o

Entire Agreement. This EULA, and any terms expressly incorporated herein byreference, will constitute the entire agreement between you and us with respect
to the subject matter of this EULA and supersedes all prior andcontemporaneous communications, oral or written, signed or unsigned,
regarding such subject matter. Use of any purchase order or other document you
supply in connection with this EULA will be for administrative convenience only
and all terms and conditions stated therein will be void and of no effect. Except
as otherwise expressly contemplated in this EULA, this EULA may not be
modified or amended other than in writing signed by you and us.

oCaptionsAll indexes, titles, subject headings, section titles, and similar items
are provided for reference and convenience and are not intended to be inclusive,
definitive, or to affect the meaning or scope of this agreement.

oSeverability. If a particular term of this EULA is not enforceable, theunenforceability of that term will not affect any other terms of this EULA.

o

No Waiver: Failure to enforce or exercise any provision of these Terms is not awaiver of such provision, unless such waiver is specified in writing and signed by
the party against which the waiver is asserted.

oExport Restrictions. You acknowledge that the PRODUCT is subject to Italian
export jurisdiction. You agree to comply with all applicable international andnational laws that apply to the PRODUCT including the Italian Export
Administration Regulations as well as end-user, end-use and destination
restrictions issued by Italian and other governments.

oGoverning Law: The applicable law under the EULA is that of the country of
devDept's registration. The United Nations Convention on Contracts for theInternational Sale of Goods shall not apply.

oData Privacy. By accepting this Agreement, you acknowledge that devDept willprocess personal data in accordance with our Privacy Policy (available at:https://www.devdept.com/Company/Legal#privacy ).

Version 2.0 | Last revised March 2024