END-USER LICENSING AGREEMENT (EULA)
Copyright (c) 2024 Maveryx s.r.l. All Rights Reserved.
Your installation and use of our SOFTWARE is subject to your consent andAgreement to this End-User License Agreement ("EULA" or "this Agreement")
between Maveryx s.r.l. or its divisions, subsidiaries, and affiliates("MAVERYX", "WE" or "US") and you, the End-User and Licensee ("END-USER
LICENSEE" or "YOU"), the terms and conditions of which shall govern youruse of the SOFTWARE.
PLEASE UNDERSTAND THIS IMPORTANT NOTICE: THIS IS A LEGALLY BINDING
AGREEMENT. READ AND REVIEW THIS AGREEMENT AND THE LICENSE GRANTED HEREIN AS
YOU WOULD ANY OTHER LEGAL DOCUMENT, AND CONDITIONS HEREOF. IF FOR ANY
REASON YOU DO NOT AGREE WITH ANY TERMS OR CONDITIONS HEREOF, YOU SHOULD NOT
AGREE WITH THE TERMS BELOW. Our SOFTWARE is licensed to you upon thecondition that you do consent and agree to be bound by all of the terms ofthis LICENSE. Your installation and use of the SOFTWARE implies yourconsent and agreement thereto. Further, you do hereby represent and warrant
that you have full legal authority to enter this Agreement and the License
granted herein, and, where applicable, to do so on behalf of, and to bind,your employer or other institution or legal entity with whose authority you
purport to act, to this Agreement. If you do not have the requisite
authority, you may not accept this Agreement or the License granted herein.
The SOFTWARE is Maveryx™ by Maveryx s.r.l. Maveryx is a registeredtrademark.
1.

OBJECT

1.1
This Agreement grants to you a limited, non-exclusive, nontransferable, LICENSE ("LICENSE"), as follows.
1.1.1
This Agreement is valid and grants the License rights ONLY if the
SOFTWARE is genuine and purchased pursuant to a valid ORDER FORM for the
SOFTWARE. For more information on identifying whether your software isgenuine, please contact us at http://www.maveryx.com.
1.2
You are responsible to verify that the Software is fit for your use
and purpose. You can download end try for free the shareware Software under
an Evaluation LICENSE. You are responsible to verify that your computer/sand hardware comply with the requirements described in the related
documents.
1.3
This LICENSE grants to you ONLY to install the executable versionof the software and does not grant, among others, any right over the
Software, its source code, its algorithms, logics, projects and original
documents. Computers have to be in your office and for exclusive official
use of you and your employees. Any use of the software different from thoseauthorized in this LICENSE is forbidden.
2.

LICENSE

2.1
The software referred to herein and which is the subject of the
LICENSE shall be defined as a single product which includes all softwareand all related materials provided to you by us herewith, which may change
from time to time, and in certain events may include upgrades (all of theaforesaid collectively defined herein as "SOFTWARE"). The term "Software"
includes third party products and related documentation.
2.2
THIRD PARTY SOFTWARE. The SOFTWARE may include, use, be distributedwith certain software that is not owned by us and that is not licensed toyou under the terms of this License, but is instead licensed to you by theowner of said third party software. Any software, documentation, or web
services that are included in the SOFTWARE, or accessible via the SOFTWARE,
but that are accompanied by their own license agreements or terms of use
are governed by those such agreements and not by this Agreement. You canfind the THIRD PARTY SOFTWARE LICENSES on your computer in the directory
dedicated to the Software. You acknowledge and agree that a third party
licensor is the owner of certain proprietary information and intellectual
property rights included in the Host Products and the Documentation.
2.3
OPEN SOURCE COMPONENTS. The SOFTWARE may include, use, or otherwise
be distributed with certain Maveryx or/and third party open source codes,
programs, or software (collectively the "Open-Source Components") that are
not licensed to you under the terms of this License, but are instead
licensed to you by the respective owners of said Open-Source Components andare governed by their own respective license agreements and terms of use.
You can find the OPEN SOURCE COMPONENTS LICENSES on your computer in the
directory dedicated to the Software. We are not obligated to provide and do
not hereby provide any technical or other support, maintenance, updates, or
any services for the Open Source Components. You may modify or replace theOpen-Source Components provided that you otherwise comply with the terms ofthis License and any applicable licensing terms governing use of the OpenSource Components.
2.4
Your LICENSE falls into one of the following LICENSE types("LICENSE TYPES") set forth below. Consult your ORDER FORM to determine thetype of License you have. Your LICENSE is subject to the terms andconditions for that particular LICENSE TYPE. If you violate the scope,
purpose, terms, or conditions of the specific LICENSE TYPE to which you aresubject, then you shall be subject to immediate termination of your LICENSE
and to our seeking of remedies and damages against you to the maximum
extent permitted by applicable law, including penalties. You are STRICTLYPROHIBITED from using the SOFTWARE and/or this LICENSE for any other use or
purpose beyond the limited scope and duration of the particular LICENSETYPE granted by your ORDER FORM.
2.4.1
COMMERCIAL LICENSE. A Commercial License grants the end-user alicense to use the SOFTWARE for personal or commercial purposes ONLY. The
SOFTWARE with a commercial license is fully functional except thefunctionality of the SOFTWARE is limited by time and purpose. Consult
www.maveryx.com for more information on this LICENSE TYPE.
2.4.2
EVALUATION LICENSE. An Evaluation License grants the end-user alicense to use the SOFTWARE for non-profit, evaluation purposes ONLY. The
SOFTWARE with an evaluation license is functional except the functionalityof the SOFTWARE is limited by time (15 days) and the purpose of evaluate
the core features of Maveryx. If you have been granted an Evaluation
License, then you are STRICTLY PROHIBITED from using this LICENSE for any
other purpose beyond the limited scope and duration of that license. Use
the EVALUATION LICENSE to make sure that the Software is fit for yourscope. Consult www.maveryx.com for more information.
3.

USE OF THE SOFTWARE - RESTRICTIONS AND LIMITATIONS ON USE.

3.1
Upon your agreement to the terms of this Agreement, we dosimultaneously grant to you a limited, non-exclusive, non-transferable,
LICENSE ("LICENSE") ONLY to install, use, access, display the SOFTWARE on
the number of computers indicated on the ORDER FORM or is authorized byyour LICENSE TYPE pursuant to the terms hereof.

3.2
The LICENSE does not allow you to install, execute or otherwise run
the software in a network mode or in any other way that allows more than
one user to use the Software simultaneously.
3.3
In no event is any such grant of rights hereunder a sale,assignment, conveyance, or transfer of such rights or of any proprietaryinterest; it is a LICENSE only.
3.4
You agree that this LICENSE expressly does NOT grant you
authorization to take any of the following actions:
Install, share, transfer, or in any way authorize or enableconcurrent use of the SOFTWARE;
Copy or electronically transfer the SOFTWARE in any mode or medium,in whole or in part;
Distribute copies of the SOFTWARE;
Display the SOFTWARE publicly;
Create derivative works of the SOFTWARE;
Modify the SOFTWARE;
Decompile, reverse engineer or disassemble the SOFTWARE;
Reduce the SOFTWARE to any human-understandable form as the
SOFTWARE contains or may contain our or a third party's trade secrets;
Rent, lease, lend, loan, in any way transfer or convey the SOFTWARE
to others;
Separate or in any way use the component parts of the SOFTWARE.
This LICENSE herein is for the SOFTWARE as a single product;
Copy, distribute, share with any third party, or otherwise use theSoftware Licensing Key provided to you (as defined below) other than for
its express limited purpose of granting you authorized access to yourSOFTWARE;
Grant any third party the right to do any of the aforementioned
steps with regard to the SOFTWARE;
Take any action with regard to the SOFTWARE other than as had been
expressly granted to you pursuant to the terms and conditions of thisAgreement.
The END-USER LICENSEE will avoid any contrary use of the software, as
described above, by his/her/its employees and third parties.
3.5
This Agreement does not grant to you any rights or assignment ofrights in connection with any of our registered, pending, or common law
trademarks or law trademarks or service marks, designs, or logos, usedherein on the SOFTWARE or on any part thereof. It is forbidden to alter orcancel the logos and the trademarks included in the Software.
3.6
AUTOMATIC INTERNET-BASED SERVICES. Certain SOFTWARE features may beenabled by default to www.maveryx.com automatically, without separate
notice to you. You do hereby consent to the operation of these features,
unless you choose to disconnect from the Internet while using the Software.
We do not use these features to collect any information that will be used
to identify you or contact you.
4.

INTELLECTUAL PROPERTY RIGHTS AND RESERVATION

4.1
The SOFTWARE is protected by Italian Law as well by your National
Law and worldwide copyright, patent, and other laws and treaties. As
between you and us, we own all right, title, copyright, all exclusive
rights, all patents, all trademark and service mark rights, all trade
secrets, and other intellectual property rights in the SOFTWARE. We reserve
all rights not expressly granted to you in this Agreement.
4.2
This is a LICENSE only with all limitations and restrictions set
forth in this EULA.

4.3
Maveryx reserves all rights on subsequent releases, update andupgrades of the SOFTWARE, including, among others, those developed inseparated maintenance and support service agreements. This LICENSE, its
clauses, grants, restriction and penalties cover all next subsequent
releases, update and upgrades of the Software
5.

CIRCULATION & RESTRICTIONS AND LIMITATIONS.

5.1
The SOFTWARE licensed to you hereunder may not be sold or otherwisetransferred for value, or used for any purpose other than in accordancewith the terms herein.
5.2
You may not resale a copy of the SOFTWARE and/or any Software based
upon, embedding, including, and using in whole or in part the SOFTWARE
without an additional written Agreement with Maveryx.
5.3
It is forbidden to rent, lease, lend, loan, in any way transfer orconvey even temporarily or for free, in whole or in part the SOFTWARE
and/or any Third Party Software.
6.

PERFORMANCES NOT INCLUDED

6.1

No support, maintenance, or upgrades are granted by this LICENSE.

6.2
Upgrades are not part of this Contract unless included in your
ORDER FORM. If you are eligible for an authorized upgrade, said upgrade
replaces and/or supplements (and may disable) any or all pre-upgrade
SOFTWARE. After upgrading, your use of the resulting upgraded SOFTWARE is
subject to the same terms and conditions of this Agreement. Further, after
upgrading, you may no longer use the pre-upgraded SOFTWARE.
7.

LICENSE KEY AND ACTIVATION KEY

7.1
A Software Licensing Key ("LICENSE KEY") will be issued to you
separately as an authorized End-User License with Commercial LICENSE. You
will not be able to use your SOFTWARE unless you have properly installed
and activated your Key. FROM THE MOMENT WHEN YOU ACTIVATE YOUR LICENSE YOU
CANNOT WITHDRAW FROM THE CONTRACT. THEREFORE WE KINDLY INVITE YOU TO USE
THE EVALUATION LICENSE TO CHECK AND TEST THE SOFTWARE.
8.

LIMITED WARRANTY & REMEDIES - GENERAL LIMITATION OF LIABILITY.

8.1
The Software is licensed "AS IT IS". We kindly invite you to use
the Evaluation LICENSE to check and test the SOFTWARE. MAVERYX AND ITS
SUPPLIER DO NOT AND CANNOT WARRANT THE PERFORMANCE RESULTS YOU MAY OBTAINBY USING THE SOFTWARE.
8.2
In case of errors, defects or flaws Maveryx will put reasonable
effort to resolve them, if they are reported in writing within the first
sixty (60) days immediately after the date of first installation, andMAVERYX will at its option: (a) repair the software; (b) replace the
SOFTWARE with software of substantially the same functionality; (c)terminate the LICENSE for the nonconforming SOFTWARE and refund theapplicable license and support fees received by Maveryx for thenonconforming SOFTWARE.
8.2.1
THE LIMITED WARRANTY AND REMEDIES PROVIDED HEREIN SHALL BE VOID IN
CASE OF HARDSHIP, FORCE MAYEUR, ACTIONS OF THIRD PARTIES, HARDWARE FAULTS,
IN CASE OF YOUR NEGLIGENCE AND IF ANY OF THE FOLLOWING EVENTS OCCURRED
WHILE THE SOFTWARE WAS IN YOUR CONTROL: IF THE SOFTWARE WAS NOT PROPERLYINSTALLED, USED OR MAINTAINED; IF THE SOFTWARE WAS SUBJECTED TO UNUSUAL OR
ABNORMAL MECHANICAL, ELECTRICAL, OR ENVIRONMENTAL STRESS OR UNSAFE
CONDITIONS; IF THE SOFTWARE WAS TAMPERED WITH; IF THE SOFTWARE WAS IN ANYWAY SUBJECTED TO ABUSE, MISUSE, MISAPPLICATION, ABNORMAL USE, HARDWARE
MALFUNCTION, OR A VIRUS; IF YOU COMMITTED ANY OF THE RESTRICTED ACTS
DESCRIBEDABOVE WITH REGARD TO THE SOFTWARE. PLEASE READ THE FILE DOCUMENTS
ATTACHED TO THE SOFTWARE.
8.3
In case of errors, defects or flaws reported to Maveryx, you will
have to make available to the extent possible the software libraries,
programs lists and archives where the error had occurred, with notes, tolet Maveryx replicate and resolve the same error. Anything disclosed to
MAVERYX under this clause will be treated as confidential.
8.4
AS TO ANY CLAIMS, PROBLEMS, COMPLAINTS, ALLEGED DEFECTS OR OTHERISSUES YOU MAY HAVE WITH THE SOFTWARE, DISCOVERED OR CLAIMED BY YOU AFTER
THE INITIAL SIXTY (60) DAY PERIOD FROM FIRST INSTALLATION, YOU (AND NOT US)
BEAR AND ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING OR REPAIR. ANY
SUPPLEMENTS OR UPDATES TO THE SOFTWARE PROVIDED TO YOU AFTER THE EXPIRATION
OF THE INITIAL SIXTY (60) DAYS LIMITED WARRANTY PERIOD ARE NOT COVERED BY
ANY WARRANTY OR CONDITION OF ANY KIND. Any case of errors, defects or flaws
reported after sixty days (60) from the first installation, will be treatedaccording to the applicable Subscription Service Level for support andmaintenance, available at http://www.maveryx.com/
8.5
THE LIMITED WARRANTY SET FORTH HEREIN IS THE ONLY EXPRESS WARRANTYMADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER EXPRESS WARRANTIES, OR
IMPLIED WARRANTIES, OR OTHER, SIMILAR OBLIGATIONS CREATED BY ANY
ADVERTISING, DOCUMENATION, PACKAGING, OR OTHER COMMUNICATIONS IN ANY WAY
DELIVERED OR DISSMEINATED BY US TO YOU. EXCEPT FOR THE FOREGOING LIMITEDWARRANTY, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE
SOFTWARE, AND ANY DOCUMENTATION RELATED THERETO, ARE PROVIDED BY US TO YOU"AS IT IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ANY IMPLIEDWARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, ANDNONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE, OR PERFORMANCE, OR
NON PERFORMANCE, OF THE SOFTWARE REMAINS WITH YOU. IN NO EVENT SHALL WE BE
LIABLE FOR ANY COMPENSATORY, GENERAL, SPECIAL, DIRECT, INDIRECT, PUNITIVE,
OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSSOF BUSINESS PROFITS, FOR BUSINESS INTERRUPTION, FOR LOSS OF BUSINESSINFORMATION, PECUNIARY LOSS, OR FOR OTHER MONETARY LOSS, ARISING OUT OF THE
USE OF, OR THE PERFORMANCE OF, OR THE NONPERFORMANCE OF THE SOFTWARE. If
and only if an implied warranty or condition is created by yourstate/jurisdiction and/or federal or state law prohibits disclaimer of it,
in and only in such event you could have an implied warranty or condition,
but then only as to defects discovered during the period of the Limited
Warranty (the sixty (60) Day Period set forth above). Somestates/jurisdictions do not allow limitations on how long an implied
warranty or condition lasts; in and only in such event, would the above
limitation then not apply to you.
8.6
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASONWHATSOEVER, OUR ENTIRE LIABILITY WHETHER BASED UPON BREACH OF AGREEMENT,NEGLIGENCE, MISREPRESENTATION, TORT, YOUR EXCLUSIVE REMEDY FOR ALL OF THE
FOREGOING, SHALL BE LIMITED TO THE REPERFORMANCE OF DEFICIENT SERVICES, OR
IF MAVERYX CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLYREASONABLE MANNER, YOU MAY TERMINATE THE RELEVANT SERVICES AND RECEIVE A
PRO RATA REFUND OF THE FEES PAID FOR THE DEFICIENT SERVICES AS OF THE
EFFECTIVE DATE OF TERMINATION. THE FOREGOING LIMITATIONS, EXCLUSIONS, ANDDISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Some states/jurisdictions and some countries do not allow the exclusion orlimitation of liability for consequential or incidental damages; in andonly in such event, would the above disclaimer then not apply to you. Any
warranties that by law survive the foregoing disclaimers shall terminate
after the expiration of the sixty (60) day period as defined above.
8.7
BACKUP COPIES. You are solely responsible for implementing
appropriate procedures for making onsite back-up copies of your program anddata files to minimize any damage that may result from any error or defectin the SOFTWARE. You may make copies of the SOFTWARE solely and exclusively
for your archival backup purposes only.
9.

CONFIDENTIALITY

9.1
For the purposes of this Agreement, Confidential Information will
include trade secrets contained within the SOFTWARE and related documents
and information and such other technical and non-technical information
provided by either party to the other (Confidential Information). Eachparty must keep confidential all Confidential Information which comes to
its knowledge, either directly or indirectly, and must not disclose any
Confidential Information to any person except for the purposes of thisAgreement and on a need to know basis, or with the prior written consent of
the disclosing party.
9.2
Upon receipt of written notice from You, or in any event at thetermination or completion of this Agreement, Maveryx must immediately
return to You or (to the extent You consent) destroy, delete or erase all
copies of Your Confidential Information in Maveryx's possession andcontrol.
10.

PRIVACY LAW COMPLIANCE

10.1
Pursuant to Italian and European Union Law, both Parties declare to
be informed of the scope and ways of the processing of personal data, theiruse and transmission in connection with this Contract. Personal data will
be processed legally with correctness and transparency, according to thecompulsory security measures.
10.2
Both Parties declare that all data and information are true andfaithful, without any liability for material errors.
10.3
All necessary and compulsory data and information are declared andcollected on separate forms along with ORDER FORM, according to legal
standards.
11.

APPLICABLE LAW

11.1
THIS END-USER LICENSE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUEDIN ACCORDANCE WITH THE ITALIAN LAW, without regard to conflicts of law
provisions.
11.2
You acknowledge that the Software is subject to the EU Export
Administration Regulations and that you will comply with them. You areresponsible for complying with any local laws in your jurisdiction whichmight impact the right to import or use of the SOFTWARE.
11.3
The purchase of the Commercial LICENSE is considered executed in
Italy when the confirmation e-mail is automatically sent to you fromwww.maveryx.com and the payment is registered. The Commercial LICENSE is
not valid without payment. If you cancel or revoke the payment you ORDER
FORM will be considered void. Maveryx reserves the unilateral right torefuse in whole or in part a ORDER FORM directly or indirectly sent by its
competitors or by individuals, companies or legal entities that directly orindirectly breached or infringed Maveryx's rights or any agreement with
Maveryx. Maveryx reserves as well to refuse in whole or in part any other
ORDER FORM under unchallengeable decision of Maveryx.
11.4
GOVERNMENT LICENSE RIGHTS SUBJECT TO RESTRICTION. This SOFTWARE is
subject to restricted rights for use, duplication, and disclosure by any
Government. This LICENSE and its restriction to use are enforceable toward
Governments and Government Agencies, bodies, branches and entities. The
Software delivered under this Agreement may not be used, reproduced ordisclosed by the Government except as provided in this LICENSE unlessdifferent rights of use are granted in writing.
11.5
You agree that the Software will not be shipped, transferred orexported into any country or used in any manner prohibited by the Italian
Export Law and/or United States Export Administration Act or any otherexport laws, restrictions or regulations (collectively the "Export Laws").
You represent and warrant that you are not a citizen, or otherwise locatedwithin, a nation embargoed by Italy, United Nation or United States ofAmerica and that you are not otherwise prohibited under the Export Laws
from receiving the Software.
12.

MISCELLANEOUS.

12.1
This Agreement (which includes all current and future additionalterms) embodies the entire understanding between the parties with respect
to the subject matter hereof.
12.2
It supersedes any and all prior understandings and agreements, oral
or written, relating to said subject matter.
12.3
Failure of any party to enforce any provision of this Agreement
will not constitute or be construed as a waiver of such provision or of theright to enforce such provision.
12.4
Any term and condition of this EULA may be amended or waived onlyin writing.
12.5
If any provision of this Agreement is held to be void, invalid,
unenforceable or illegal, the other provisions shall continue in full force
and effect. If a court of competent jurisdiction finds any clause of thisAgreement unenforceable, that clause shall be enforced to the fullest
extent allowable based force and effect.
12.6
Nothing herein shall be construed to create partnership, joint
venture, fiduciary duty, or other such legal association or relationshipbetween the parties. This agreement is not for the benefit of third
parties.
12.7
Our performance under this Agreement is subject to interruption anddelay due to causes beyond our reasonable control, such as acts of God,
acts of any government, war or other hostility, civil disorder, theelements, fire, explosion, industrial or labour dispute and the like.
12.8
The headings and captions contained in this Agreement are inserted
for convenience only and do not constitute a part of this Agreement.
12.9
All official communications, notices, requests to MAVERYX shall be
in Italian or English, refer specifically to this Agreement, the ORDER FORM
and/or LICENSE Number, contain your contact information and be sent byregistered letter or via email with return receipt to the following
addresses:

Maveryx S.r.l.
Via Francesco Caracciolo, 15
80122, Napoli, Italy
Email: info@maveryx.com
12.10
This EULA (including your ORDER FORM, each as amended from time totime) is the entire agreement relating to our Product; it supersedes all
prior or contemporaneous oral or written communications, proposals andrepresentations with respect to our Product. If there is any inconsistency
between the ORDER FORM and this EULA, the ORDER FORM prevails to the extent
of that inconsistency. This EULA prevails over any conflicting or
additional terms of any other document.
13.

JURISDICTION AND VENUE

13.1
THE PARTIES AGREE THAT THE STATE AND FEDERAL COURTS SITTING IN
NAPLES (ITALY) WILL HAVE EXCLUSIVE JURISDICTION OVER ANY CLAIM ARISING OUT
OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, INCLUDING
INTERPRETATION, ENFORCEMENT AND RESCISSION, AND EACH PARTY CONSENTS TO THE
EXCLUSIVE JURISDICTION OF TRIBUNAL OF NAPLES, ITALY.
13.2
Maveryx may be entitled of any injunctive relief against the breachof its Intellectual Property Rights over the Software in the Country where
the breach occurs or is likely to occur or in the Country where you are.