This License Agreement, including all exhibits ("License") is a legal agreement between you and Fondazione Bruno Kessler ("FBK" or "we") for the software NuRV and any data related to it, which may include source code, and any associated materials, text or binary files, associated media and "online" or electronic documentation and any updates we provide in our discretion (together, the "Software"). ---------------------------------------------------------------------- 1. SCOPE AND KEY TERMS This is a legal agreement (this "Agreement") concerning your use of the Software, described below, during the Evaluation Period. The rights granted to the Software are expressly conditioned upon acceptance of these Terms and Conditions by the legal entity or person acquiring the license and, if applicable, responsible for payment. If you are using the Software as an employee, the legal entity that employs you is the "licensee." Your employer may have already accepted a version of these Terms and Conditions by signing an Order Schedule referencing them. In all other circumstances, you are binding your employer, and yourself personally as an employee, to these Terms and Conditions by using the Software. References below to "you" or "your" refer to the licensee of the Software. FBK is the "licensor". 1.1 "Authorized User" means a parties', and its wholly owned subsidiaries', employees or authorized contractors (a) whose duties require access to or use of the Software or Confidential Information for the benefit of that party; and (b) whose legal obligations to protect confidential and proprietary information require protection of the Software and Confidential Information to at least the same extent as set out in this Agreement. For clarity, Licensee shall not appoint a third party licensor of portions of the code base reviewed during the Evaluation Period as an Authorized User. 1.2 "Evaluation Period" means the period of days lasting until 5pm Central Europe Time on February 28, 2021. 1.3 "Software" means: a. the software, scripts, checkers and other files comprising the FBK software NuRV; b. any authorization keys and passwords that FBK may deliver to you from time to time in order to operate such software and carry out your evaluation of it; c. all related user documentation, in written, electronic or other format, which describes the Software and its operation and which FBK makes generally available to its licensed Licensees for use with the Software ("Documentation"); and d. all updates and modifications to the foregoing items. ---------------------------------------------------------------------- 2. LICENSE 2.1 Limited Rights. Subject to your compliance with the terms and conditions of this Agreement, FBK grants you a nonexclusive, non-transferable license, solely during the Evaluation Period to use and operate the Software solely for the purpose of evaluating the Software's capabilities for a potential purchase of a Software license. The license granted under this Agreement shall be limited as follows: (a) Licensee may use the Software on computers owned or controlled by Licensee for analyzing, building or testing Licensee developed or licensed software code only; (b) Licensee may use the results of analysis of Licensee software code by the Software for review and evaluation purposes only; such results may not be used in connection with the development of any Licensee software code; and (c) Licensee may share the results of the operation of the Software only with Licensee's employees, if any, who need to know for the purpose of evaluating the Software for potential purchase as described above. 2.2 Conditions. The Software is the proprietary information of FBK or its suppliers who retain exclusive title to their intellectual property rights in the Software. Your rights to the Software are limited to those expressly granted above and FBK reserves all rights not expressly granted in this Agreement. The rights granted to you above are conditional upon your compliance with the following obligations: a. You will not copy FBK's software products or documentation, in whole or in part, except as expressly authorized in this Agreement. b. You will not transfer, assign, lease, lend or rent FBK's software products or documentation, use them to provide service bureau, time-sharing or other services, or otherwise provide or make the functionality thereof available to third parties except as expressly authorized in this Agreement. c. You will not disassemble, decompile, reverse engineer, modify or create derivative works of FBK's software products or documentation nor permit any third party to do so, except to the extent such restrictions are prohibited by applicable mandatory local law. d. You will not allow access or use of the Software by, and will not display the Software's user interfaces to, anyone other than the Authorized Users, without FBK's prior express written consent. e. You will not disclose to any third party any comparison of the results of operation of FBK's products with other products. f. You will not delete or in any manner alter the copyright, trademark or other proprietary rights notices appearing on the Software as delivered by FBK. You will reproduce such notices on all copies you areauthorized to make of the Software. g. You will not run or operate the Software or try to access the Results once the Evaluation Period expires. h. When the Evaluation Period expires, you will delete from your systems all copies of the Software in all forms and types of media. i. If you are acting on behalf of your employer, you shall ensure that your employer and other employees with whom you share information about the Software and Results all comply with the obligations set out in this Agreement. 2.3 Pre-Release Software. Where Software includes FBK software not yet available to the public, you acknowledge that: (a) the Software may not be an official product and may not have been commercially released by FBK; (b) the Software may not be in final form or fully functional and may contain errors, design flaws or other problems; (c) it may not be possible to make the Software fully functional; (d) use of the Software may result in unexpected results, loss of data, project delays or other unpredictable damage or loss; and (e) FBK is under no obligation to release a commercial version of the Software and has the right to abandon development of the Software at any time and without liability to you. 2.4 Feedback and Analytics. You may choose to, but are not required to, provide suggestions, data, feedback and other information to FBK regarding possible improvements in the operation, functionality or use of FBK's software products. You hereby grant to FBK, without charge, the right to use, copy, modify and create derivative works of any such suggestions, data, feedback and information solely for the purpose of (i) improving the operation, functionality or use of its existing and future product offerings and commercializing such offerings, and (ii) publishing aggregated statistics about software quality, provided that no data in any such publication can be used to specifically identify you, your employer or your software code. 2.5 Keys and Access. FBK agrees to provide Licensee those authorization keys and/or passwords which are necessary to permit Licensee to gain access to Software made available to Licensee for the Software which has been properly licensed to Licensee in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, Licensee hereby acknowledges that Licensee shall have no right or license to any software made available to Licensee for any software which has not been properly licensed to Licensee pursuant to this Agreement, that any such software has been included therein solely as a matter of convenience, and that Licensee further agrees not to attempt to gain access to, or permit any third party to attempt to gain access to, such software. ---------------------------------------------------------------------- 3. CONFIDENTIALITY 3.1 Confidential Information. "Confidential Information" means: (a) each party's software products, in byte code or source code form; (b) any authorization keys and passwords delivered in order to operate such products; (c) Documentation, product road maps and development plans, and product pricing information; (d) any results of operation of the Software; and (e) any business, technical or training information of a party that, if disclosed in writing, is marked "confidential" or "proprietary" at the time of disclosure, or, if disclosed orally, is identified as "confidential" or "proprietary" at the time of disclosure, and is summarized in a writing sent by the disclosing party to the other party within thirty (30) days of such disclosure. 3.2 Exclusions. Confidential Information does not include information that: (a) is or becomes generally known or available to the public through no act or omission of the party receiving Confidential Information ("Receiving Party"); (b) is rightfully known by the Receiving Party prior to receiving such information from the other party ("Disclosing Party") and without restriction as to use or disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information and without breach of this Agreement; or (d) is rightfully received by the Receiving Party from a third party without restriction on use or disclosure. The existence of this Agreement and the nature of the business relationship between the parties are not considered Confidential Information. 3.3 Use and Disclosure Restrictions. Receiving Party will not use the Disclosing Party's Confidential Information except as necessary to exercise the rights granted under this Agreement or to evaluate opportunities to license additional Software from FBK pursuant to the applicable Agreement, and will not disclose such Confidential Information to any person or entity except to its employees or Authorized Users. Without limiting the generality of the foregoing, Licensee agrees that it will not post the Software, the Documentation, or any screenshots of the Software or results generated by the Software, on any network that is accessible by anyone other than the Authorized Users. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; and (b) on a confidential basis to its legal or financial advisors that need to know in order to provide business advice to such party. In addition, each party may disclose the terms and conditions of this Agreement: (i) as required under applicable securities regulations; and (ii) on a confidential basis to present or future providers of venture capital and potential private investors in or acquirers of such party. 3.4 Right of Equitable Relief. The parties acknowledge that violations of the covenants and obligations of this Agreement may cause the non-breaching party irreparable injury for which an adequate remedy at law may not be available. Therefore, the non-breaching party shall be entitled to seek all remedies that may be available under equity, including immediate injunctive relief, in addition to whatever remedies may be available at law. ---------------------------------------------------------------------- 4. NO WARRANTY; NO MAINTENANCE OR SUPPORT FBK has no obligation to provide maintenance or support services in connection with the Software. The Software is being provided "AS IS." FBK DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY OR COMPLETENESS OF RESULTS, CONFORMANCE WITH DESCRIPTION, AND NON-INFRINGEMENT. FBK AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. ---------------------------------------------------------------------- 5. LIMITATION OF LIABILITY IN NO EVENT WILL FBK BE LIABLE TO YOU, YOUR EMPLOYER OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITS PURPOSE, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Licensee acknowledges that FBK would not be able to provide the Software without the limitations set forth in Section 5 herein. ---------------------------------------------------------------------- 6. EXPORT CONTROL You agree to comply fully with all relevant export laws and regulations, including those of the United States and the Member States of the European Union. These laws include restrictions on destinations, end-users and end use. You will ensure that neither the Software, nor any direct product thereof are: (a) exported or re-exported directly or indirectly in violation of applicable export laws; or (b) used for any purposes prohibited by applicable export laws, including but not limited to nuclear, chemical, or biological weapons proliferation. You will, at FBK's request, demonstrate compliance with all such applicable export laws, restrictions, and regulations. ---------------------------------------------------------------------- 7. GENERAL You have no right to assign this Agreement. This Agreement is governed by and construed in accordance with the laws of Italy. This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter and may only be modified by a written agreement signed by both parties.