ZUCCHETTI INTERNATIONAL OPERATION

CODEPAINTER VFP LICENSE AGREEMENT

NOTICE TO USERS: CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT. THE USE OF THE SOFTWARE PROVIDED WITH THIS AGREEMENT (THE “SOFTWARE”) CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PROMPTLY RETURN THE SOFTWARE AND THE ACCOMPANYING ITEMS (INCLUDED ANY WRITTEN MATERIALS AND PACKAGING) TO THE LOCATION WHERE YOU OBTAINED THEM FOR A FULL REFUND.

Zuccchetti International Operation is a division of Zucchetti Group. Zucchetti International Operation is based at Centro Nuova Filanda – 54011 Aulla (MS)- Italy at the care of Zucchetti TAM SpA, one of the companies of Zucchetti Group.

The main task of Zucchetti International Operation is to market outside of Italy the products of Zucchetti Group and is therefore entitled to sign License Agreements on behalf of the Companies belonging to Zucchetti Group.

The Software CASE Tool CODEPAINTER Revolution is proprietary right of the maker Zucchetti Tools, a Zucchetti Group company. Zucchetti International Operation warranties the originality of the products supplied.

This International License Agreement is made effective this ______day of ______, 200___ by and between Zucchetti International Operation and

______(hereinafter referred to as the “User”).

This Agreement consists of the clauses agreed below.

NOW, THEREFORE, it is agreed:

  1. LICENSE GRANT. Zucchetti International Operation grants you a non-exclusive, non-transferable right to use the SOFTWARE on one computer. This license to use the SOFTWARE is conditioned upon your compliance with the term of this Agreement. You agree you will only copy the software into any machine-readable or printed form as necessary to use it in accordance with this license or for backup purposes in support of your use of the SOFTWARE
  2. SOFTWARE COMPONENTS. The software is delivered together with a Hardware Key. The software generates standard Microsoft Visual FoxPro source programs. Please note that the Visual FoxPro compiler is NOT INCLUDED and has to be purchased separately.
  3. TERMINATION. This license is effective until terminated. You may terminate it at any point by returning the Hardware Key to Zucchetti International Operation and destroying the SOFTWARE together with all copies of the SOFTWARE. Also Zucchetti International Operation has the option to terminate if you fail to comply with any term or condition of this Agreement.
  4. INTELLECTUAL PROPERTY RIGHT. The SOFTWARE is protected by Intellectual Property Right law and by International Treaty Provisions. You acknowledge that no title to the intellectual property in the SOFTWARE is transferred to you. You further acknowledge that title and full ownership rights to the SOFTWARE remain the exclusive property of Zucchetti Tools Srl, and you will not acquire any rights to the SOFTWARE except as expressly set forth in this license. You agree that any copies of the SOFTWARE will contain the same proprietary notice, which appear on the software.
  5. REVERSE ENGINEERING. You agree that you will not attempt to reverse compile, modify, translate, or disassemble the SOFTWARE in whole or in part, except as permitted by Article 6 of the EU Software Directive 91/250.
  6. LIMITED WARRANTY. Zucchetti International Operation warrants that the SOFTWARE performs substantially in accordance with the accompanying written materials. The first license you buy gives you sixty (60) days free access to our service ‘On-line Update’. After this period Zucchetti International Operation is no longer liable for maintenance, unless you subscribe On-line Service agreements. Any implied warranties relating to the SOFTWARE are limited to sixty (60) days.
  7. CUSTOMER REMEDIES. If the SOFTWARE does not conform to the limited warranty in Section 6 above ("Limited Warranty"), Zucchetti International Operation's entire Liability and your sole remedy shall be, at Zucchetti International Operation's option, either to (a) correct the error or (b) help you work around or avoid the error. The Limited Warranty is void if failure of the SOFTWARE has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE will be warranted for the remainder of the original Limited Warranty period.
  8. NO OTHER WARRANTIES. ZUCCHETTI INTERNATIONAL OPERATION DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE. EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 6 ("LIMITED WARRANTY"), ZUCCHETTI INTERNATIONAL OPERATION DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NOTHING IN THIS LICENSE LIMITS ZUCCHETTI INTERNATIONAL OPERATION'S LIABILITY TO YOU IN THE EVENT OF DEATH OR PERSONAL INJURY RESULTING FROM ZUCCHETTI INTERNATIONAL OPERATION'S NEGLIGENCE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. THIS LICENSE DOES NOT AFFECT YOUR STATUTORY RIGHTS.
  9. SEVERABILITY. In the event of invalidity of any provision of this license, the parties agree that such invalidity shall not affect the validity of the remaining portions of this license.
  10. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL ZUCCHETTI INTERNATIONAL OPERATION OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE DELIVERY PERFORMANCE OR USE OF THE SOFTWARE, EVEN IF ZUCCHETTI INTERNATIONAL OPERATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ZUCCHETTI INTERNATIONAL OPERATION'S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE PAID BY YOU, IF ANY.
  11. GOVERNING LAW. This license will be governed by the laws of Italy and is subject to the exclusive jurisdiction of the Italian courts.
  12. ENTIRE AGREEMENT. This is the entire agreement between you and Zucchetti International Operation, which supersedes any prior agreement or understanding, whether written, or oral, relating to the subject matter of this license.

Should you have any questions concerning this license agreement, or if you desire to contact Zucchetti International Operation please refer to the addresses below. Zucchetti International Operation reserves the right to change the terms, conditions and pricing for any and all products, programs and services contained in this registration card at any time without notice.

This license Agreement is applicable outside Italy only

CODEPAINTER VPF Serial Number:_______

Zucchetti International Operation:

______

By (Signature)

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Name (Print)

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Title

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Zucchetti International Operation

C/o Zucchetti TAM SpA – Centro Nuova Filanda – 54011 Aulla (MS) - Italy