End User License Agreement

These license terms represent an agreement between BS srl and the licensee. You should read and review them carefully. These terms and conditions apply to BS srl software, including any other storage medium through which it was received. These terms also apply to updates, extras, technical support services provided by BS srl regarding the software. If they are accompanied by specific conditions, these will prevail over those of this contract.
By installing or using the software, you automatically accept these terms. If you do not agree to the terms, you may not install, have others install, or use the software.

If you comply with these license terms, you will receive the rights described below for each software license you purchase or sign up for.

1. DEFINITIONS
All "BS software solutions" are developed by BS srl and resold to the licensee, but not developed specifically at his request.
“Licensee” means the person or entity that has accepted these license terms and its subsidiaries.
“Subsidiary” means a legal entity that is owned by one of the parties or is jointly owned by one of the parties.
“Ownership” means ownership greater than 50%.
“Reseller Partner” indicates the person who has stipulated a resale contract with BS srl authorizing it to market and distribute BS srl software solutions.

2. LICENSE MODEL
The software is licensed to you:
- by subscription: non-exclusive, non-transferable and limited in time (typically 12 months) concession of usage rights;
- via license, which becomes perpetual upon payment.

3. LICENSE
3.1 Properties
The software and related documentation are the property of BS srl. The software is not sold but has a perpetual license.

Your use of any releases, revisions, improvements, customizations, as well as any technological updates to the Software are governed by this document.

This contract grants the licensee only some rights, while BS srl reserves all other rights, to the maximum extent permitted by applicable law. You may use the software only as described in this agreement.

If the BS srl software solution is granted on a subscription basis, BS srl may suspend the use of the subscription if the licensee violates the usage criteria or does not respond to a complaint relating to an alleged violation. When deemed reasonable, BS srl will inform the licensee of its intention to suspend the subscription to BS srl software solutions.

3.2 Licensee Rights
All rights granted to Licensee under this Agreement are non-exclusive and non-transferable and apply only to the condition that neither Licensee nor any of its Affiliates is in material breach of this Agreement.

By accepting these conditions the licensee has the right to:
- install the software solution in one place, server, website or other storage device;
- make the software available and accessible to its users within the limits and quantities defined with BS srl or with the reseller partner;
- create a backup of the software solution;
- create passive failover instances of the system database on a temporary basis;
- in the case of software solutions granted under perpetual licence: receive updates to the solutions, after purchasing the maintenance fee;
- in the case of solutions granted on a subscription basis: receive updates to the solutions during the validity period of the subscription.

3.3 Licensee Prohibitions
Unless otherwise agreed in writing and authorized by BS srl, the licensee is expressly prohibited from:
- rent, lease or lend the software or use the software to provide hosting to third parties;
- distribute (totally or partially) each component that creates/composes the BS srl software solution;
- create derivatives of BS srl software solutions;
- decode, decompile or disassemble the BS srl software solutions;
- redistribute incomplete, modified, reverse engineered or altered copies of the software;
- use the software in ways not covered by this agreement.

4. LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES
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 if the licensee or any third party acting on his behalf has obtained from BS srl the tools that allow the licensee or third parties to change the format of the object code.
The licensee releases BS srl from any responsibility for problems resulting from modifications made by the licensee, by a partner or by third parties acting on behalf of the licensee, or for any problems caused by third party hardware or software.

BS srl:
- is not obligated to provide technical or other support for modifications made by you, a partner or a third party.

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

- is an independent entity and is not responsible or bound by any actions taken by commercial reseller partners.

The licensee may request compensation from BS srl only 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 subscription case. Licensee may not seek compensation for any other damages, including consequential, special, indirect or incidental, or for lost profits.

This limitation applies to:

- any question relating to BS srl 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 criminal offenses to the extent permitted by applicable law.
This limitation also applies in the case of:
restoration, replacement or refund of the software does not fully compensate the licensee for any losses, or if BS srl has previously been informed or would have been aware of the possibility of such damages.

5. WARRANTY
5.1 Limited Warranty
The BS srl software solutions will function in substantial conformity with what is indicated in the original BS srl documentation provided or made available to the licensee.

5.2 Warranty Period
The limited warranty is valid for one year from the date on which the BS srl software was purchased or subscribed for the first time. If you receive any supplements, updates, or replacement software during the warranty period, they will be warranted for the remainder of the warranty period or 30 days, whichever is longer. In the case of BS srl software solutions granted on a subscription basis, the guarantee expires upon suspension or termination of the subscription.

5.3 Limitation of Warranty
This warranty does not apply to issues arising from the actions (or omissions) of Licensee or any third party, including, but not limited to, any modification or implementation made by Licensee, a partner, or any third party acting on Licensee's behalf, or events outside the reasonable control of BS srl.

5.4 Remedy for Breach of Warranty
BS srl will repair or replace the software and its updates at no additional cost, making the correction available to the licensee or reseller partner.
If repair or replacement is not possible, BS srl will refund up to the maximum limit of the amount paid by the licensee to BS 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 a subscription.
If the licensee purchased or subscribed to the solution from a reseller partner of BS srl, the refund will be credited to the licensee by the partner.

5.5 Consumer Rights
This agreement does not affect your consumer rights under local laws.

6. WARRANTY PROCEDURES
To obtain warranty service, you must have proof of purchase or subscription.
To make a warranty claim, the licensee must contact BS srl in the case of direct purchase or the reseller partner providing the solution; if the latter is not able to help him, the licensee can contact BS srl at its registered office.

7. SUPPORT LIMITATION
BS srl will not provide any support in case of:

- the software is installed in an operating system not specified in the standard prescribed by BS 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 BS srl;
- the hardware used to use the software does not meet the minimum requirements of BS srl.

8. COMPLIANCE VERIFICATION
During the period of validity of this contract, upon written notice (with the exception of cases of software counterfeiting), BS srl or its reseller partner may carry out an audit (inspection) at any time to verify compliance with this agreement by the Licensee.

An audit will be conducted during normal business hours and in a manner that does not unreasonably interfere with the licensee's normal activities. This also obliges the licensee to provide BS srl or its reseller with access to the solution in use as well as to facilitate the conduct of the audit for the entire duration.

It is also specified that, in the case of BS srl software solutions granted on a subscription basis, the subscribed solutions may periodically provide information to BS srl to verify that the software has a valid license and that the validity period has not expired. This information includes your company's subscription identifier, product name, license serial number, product version number, and last use date. The use of the software constitutes consent to the transmission of the information listed here.

9. GENERAL CONDITIONS
It is understood between the parties that this contract is governed exclusively by Italian law.

For any dispute relating to the validity, interpretation, execution and termination of this Contract, the Court of Salerno, Italy will have exclusive jurisdiction. In the event that some terms cannot be applied, the entire contract will remain valid and applicable in all its other points.

This agreement will be deemed terminated if any of the terms described herein are violated, or if you cease using the software, or if you cancel your subscription.
The terms of this contract may only be modified in writing by BS srl. They represent the set of all agreements between the licensee and BS srl in relation to BS srl software solutions:

- replaces any previous communication, proposal and oral and written declaration relating to the subject of the contract;
- prevails over any conflicting or different citation, order of additional terms, as well as similar communications between the parties.