Licensee's use of this software is conditioned upon acceptance of the following terms: NTOP OEM SOFTWARE LICENSE AGREEMENT THIS "OEM SOFTWARE LICENSE AGREEMENT" ("OEM") IS A BINDING LEGAL AGREEMENT. BY USING THE "SOFTWARES PROVIDED TOGETHER WITH THIS OEM" (THE "SOFTWARE"), OR USING ANY AUTHORIZATION CODE PROVIDED BY "NTOP SAGL” ("LICENSOR"), YOU ACKNOWLEDGE THAT YOU HAVE READ THIS OEM, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS OEM, DO NOT MAKE ANY USE OF THE SOFTWARE OR ANY USE OF AUTHORIZATION CODES. YOUR USE OF THE SOFTWARE AND YOUR USE OF ANY AUTHORIZATION CODE IS SUBJECT AT ALL TIMES TO THE TERMS AND CONDITIONS HERE, INCLUDING ALL PROVISIONS REGARDING THE LIMITATIONS OF THE LICENSOR LIABILITY. 1. Grant of License in Favour of Registered Users. "ntop Sagl" ("Licensor") grants you a non-exclusive license to use the Software (including any updates of the Software that the Licensor may make available to you at his own discretion) and any "documentation files pertaining to the Software" ("Documentation"), only in connection with a single hardware unit with a unique "Media Access Control" ("MAC") address (id est physical Ethernet address) or unique system identifier of any kind. All copyright notices in the Software and Documentation must be retained at all times. The Software can be either distributed in source and binary format, or both. 2. IP Ownership. All the intellectual property rights pertaining to Software and Documentation shall be reserved to the Licensor, at all times. Provided the Section 1 above, any other use of the Software by any person or entity of any kind is strictly forbidden and is a violation of this OEM. All the rights not expressly granted to you herein are reserved to the Licensor. You are not allowed to remove any Licensor's copyright notices/credits and any proprietary legends/disclaimers from any copy of Software, Documentation or any component thereof. 3. Distribution. For each one of your hardware units on which the licensed software will be used, you must guarantee that any end user: a) accepts the NTOP "End User License Agreement" ("EULA"); b) purchases a valid Software license; c) reports to NTOP the customer contact email and the date on which the license was activated. You also accept to enforce this OEM and to report to NTOP any violation of it pursued by any customer. 4. No Other Use. Stated the provisions of this OEM, you agree you will not modify, create derivative works, decompile, reverse engineer, sub-license, or otherwise copy or transfer the Software or any portion thereof. You can instead 1) extend the licensed software as specified in clause 7; 2) embed/integrate the licensed Software in binary format only as part of a product based on the licensed software. 5. No Other Licenses. Except for the licenses and rights expressly granted to you by this OEM Agreement, neither other licenses nor other rights are granted in your favour. You hereby agree and covenant that you shall not perform any act that exceeds the scope of the license granted to you by this OEM Agreement in violation of the Licensor's "Intellectual Property Rights" ("IPRs"), and any such violation shall entitle the Licensor to obtain injunctive relief, in addition to any other remedy that the Licensor may obtain. 6. Modifications. In case you or any of your end users modifies, changes, adapts or extends any part of the licensed Software or Documentation, you must provide the Licensor with these changes in source and binary format. Both in above said scenario and in case you request the Licensor to modify, change, adapt or extend any part of the Software code in order to fulfil specific needs, you agree that: a) The Licensor shall be the sole owner of all the economic IPRs on such modifications, changes, adaptations or extensions; accordingly, b) The Licensor will be entitled to integrate such modifications, changes, adaptations or extensions into future software and products without paying any fees to you or any of your end users; c) you will not be entitled to prevent the Licensor from marketing and reselling such modifications, changes, adaptations or extensions to anyone. 7. Extensions. You can extend the licensed Software by developing extensions solely through the application programming interface (API) that you might have purchased from the Licensor. Any extensions not based on the API are considered a violation of this license agreement. Limited to such extensions, you are not obliged to share them with the Licensor, nor the Licensor will provide any support for the extensions you have developed. Note that if you have received the product source code (or portions of it) and modified it, you are subject to clause 6. 8. Restrictions. You are not allowed to or permit/assist any third party to: (a) publish, display, disclose, rent, lease, modify, copy, loan, distribute, or create derivative works based on the Software or any part thereof; (b) for Software applications distributed in binary format, reverse engineer, decompile, translate, adapt, or disassemble the Software or any part thereof; (c) attempt to create or otherwise reproduce in any form the source code from the object code of any portion or component of the licensed Software; (d) sublicense the Software or permit the exploitation of the Software by more than a single hardware unit with a unique MAC address or unique system identifier of any kind; (e) attempt to disable or circumvent any technological protection measure of the Software or assist third parties to do so. 9. Marks. Unless prior explicit written consent by the Licensor, no rights or licenses are granted to you for the exploitation of any NTOP trade names, service marks or trademarks. 10. Reporting. You must promptly notify the Licensor if you are made aware that the actual number of units of Software/services exploited by any of your customers exceeds the number of units allowed to the customer at hand in accordance with the fees he did actually pay. 11. Confidentiality. You agree to maintain the confidentiality of Software and Documentation: you will not disclose Software or Documentation, or any information or materials related thereto, to any third party without the express written consent of the Licensor. You further agree to take all reasonable measures to limit access to Software and Documentation only to those of your employees who reasonably require such access to perform their employment obligations and who are bound by confidentiality agreements with you (in order to maintain the confidentiality of Software and Documentation). 12. No Warranty. Software is provided "as it is". You bear the risk of using and distributing the Software in association with the hardware units you are distributing. To the maximum extent permitted by applicable laws, Licensor disclaims warranties of any kind, either explicit or implied, including, without limitation, implied warranties of merchantability and fitness for a particular purpose. Licensor does not warrant that the functions contained in the Software will meet any requirements or needs you may have, or that the Software will operate error free, or in an uninterrupted fashion, or that any defects or errors in the Software will be corrected, or that the Software is compatible with any particular platform. Licensor is not obligated to provide any updates to the Software. 13. Indemnity. You shall indemnify "irrevocably and unconditionally and upon first demand and without any exception whatsoever (including any set-off)" the Licensor and his "Auxiliaries" (id est "affiliates, subsidiaries, employees, agents, partners, contractors and licensors") and hold them harmless against any and all losses, claims, challenges, demands either pending or threatened, damages or liabilities, direct or indirect, including reasonable attorneys' fees, to which they may become subject and arising in any manner out of or in connection with: a) any use of the Software or Documentation; b) any violation by you of this OEM; c) your violation of any rights of a third parties. You shall promptly notify the Licensor if you become aware of any matter which may give rise to a liability under this indemnity. 14. Cancellations and Refunds. To the extent not prohibited by applicable laws, all fees and charges paid by you in relation to the Software and services hereunder are non-refundable. 15. Maintenance and Support. For 12 (twelve) months since license purchase, the Licensor provides installation support and maintenance updates in best-effort mode, but with no response time and problem resolution guarantees (unless a specific agreement has been signed). 16. Changes in Prices. The Licensor may at any time, upon notice required by applicable laws, change the prices of upgrades, or determine new charges or fees. 17. Non-Exclusivity. Nothing in this OEM Agreement restricts you from supporting, promoting, distributing, or using non-Licensor software or hardware. 18. Limitation of Liability. To the extent not prohibited by applicable laws, in no event shall the Licensor be liable to you or any third party for any incidental or consequential damages (including "without limitation" indirect, special, punitive or exemplary damages for loss of business, loss of profits, business interruption or loss of business information) arising out of or related to the use of or the inability to use the Software, or for any claim by any other party, even if the Licensor has been advised of the possibility of such damages. In no event shall Licensor's total liability to you for all damages exceed the amount of the license fee paid by you to Licensor for Software and Documentation during 12 (twelve) months immediately preceding the first event giving rise to liability, with respect to the particular items (Software, services or other) giving rise to liability under the most applicable ordering document. 19. Export Restrictions. You may not export Software and Documentation in violation of applicable laws (including but not limited to Swiss, European and US) laws and regulations. 20. High Risk Activities. The licensed Software is not fault-tolerant and is not designed, manufactured or intended for any kind of use with on-line control equipment in hazardous environments requiring fail-safe performance (such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines or weapon systems in which the failure of the Software could lead directly to death, personal injury or severe physical or environmental damage: all the so called "High Risk Activities"). Accordingly, Licensor specifically disclaims any express or implied warranty of fitness for High Risk Activities. 21. Termination. Licensor may terminate this OEM Agreement at any time if you violate its terms. Upon termination, you must immediately destroy or return to Licensor the Software and Documentation. The provisions of Sections 2 (IP Ownership), 8 (Restrictions), 11 (Confidentiality), 12 (No Warranty), 18 (Limitation of Liability) and the provisions of this Section 21 (Termination) shall in any case survive the termination or expiration hereof. 22. General Provisions, Governing Law, Jurisdiction. Governing Law, Jurisdiction, and Venue. The Agreement and any dispute relating thereto will be governed by the Swiss law, without regard to conflict/choice of law principles. Vendor agrees to submit ANY DISPUTE to the exclusive jurisdiction of the Pretura del distretto di Bellinzona, Switzerland.This OEM shall constitute the entire agreement between the parties; any waiver or modification of this OEM shall be effective only if it is in writing and signed by both parties.