RPS S.p.a. 
Software License Agreement

This software license agreement (the "agreement") is a legal agreement between RPS S.p.a. as the "licensor" and you (hereafter referred to as the "customer") for the RPS S.p.a. software accompanying this agreement.

By clicking "Yes" or by downloading, installing, loading, copying, or otherwise using the software, you represent that one of the following is true:
· You have been authorized to accept these terms on behalf of the customer (the entity on whose behalf you represent that you are authorized to act).
· You intend to be personally bound to the terms of this agreement as the customer.

If you accept these terms as a representative of an entity on whose behalf you are authorized to act, you may use the software only on behalf of such entity.  If you intend to be personally bound, use of the software is limited to your personal use.

If you are not authorized to accept these terms on behalf of a company or other entity, and you do not intend to be personally bound, RPS S.p.a. will not license the software, and you must click "Cancel."

Installation or use of the software in violation of the terms of this agreement is a violation of international copyright laws and conventions.

If third-party software is provided with the RPS S.p.a. software, that third-party software is not subject to the terms of this license agreement.  The license agreement of that third-party software defines the responsibilities of the customer and licensor with regard to that software.

1.  Grant of License
RPS S.p.a. hereby agrees to grant and customer agrees to accept a non-exclusive and non-transferable license to use the software, subject to the terms and conditions of this agreement. The software is owned and copyrighted by RPS S.p.a. or its suppliers.  As a customer, your license confers no ownership of or title to the software and does not constitute a sale of any right in the software. RPS S.p.a. retains all proprietary rights and title to the software and any modifications.

The customer is not permitted to rent, lease, grant a security interest in, or otherwise transfer rights to the software, or remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the software.

2.  Right to Use
The software is licensed for use only by the number of users and/or on the number of servers or workstations described in this "Right to Use" section of this agreement or in any related invoice.

The customer may use this software in one of the following ways, whichever is applicable to this software:
· On a single file server powered by an UPS of Manufacturing UPS for serving any computer and related peripheral devices connected with that single file server
· On one or more computers powered by the same RPS S.p.a. UPS
· To support a web server, which may be connected to a varying but unlimited number of workstations or computers on one or more networks.

3.  Right to Copy
The customer may make copies of the software for the following purposes only:
· The customer may make one copy of the software for archival or backup purposes.
· The customer may make additional copies of the software and documentation only when essential for the authorized and intended use of the software as described in this agreement and/or in the documentation accompanying the software.

Any and all copies, including any archival copy, must include the RPS S.p.a. copyright notice and any other proprietary notices that are included with the licensed software, and are fully subject to the terms of this agreement.

The customer may not redistribute the software or make copies with the intent to redistribute.

4.  Restrictions
The customer is not permitted to do any of the following:
· Reverse assemble, reverse compile, or otherwise attempt to create the source code from the software.
· Create derivative works of the software or any portion thereof.
· Localize or translate the software or its documentation, without the prior written consent of RPS S.p.a..
· Publish or provide any results of benchmark tests run on the software to a third party without the prior written consent of RPS S.p.a..

5.  Duration and Termination of This Agreement
This license shall continue so long as the customer uses the software in compliance with the agreement.  If the customer breaches any of its obligations, this license shall terminate, and the customer agrees to destroy or return all copies of the software and all materials provided for or with the software upon notification and demand by RPS S.p.a.. The customer can terminate the agreement at any time by destroying or returning to RPS S.p.a. all copies of the software and documentation.

6.  Limited Warranty
The RPS S.p.a. limited warranty is for a period of ninety (90) days from the time the customer receives the software.

RPS S.p.a. warrants during the limited warranty period that the software will function materially as described in the accompanying software user documentation and that any medium upon which the software is delivered will be free from defects in material and workmanship when given normal, proper and intended usage.

This warranty does not apply in any of the following circumstances:
· If the software is used on a machine or operating system other than the machines and versions of operating systems specified in the documentation.
· If the software is subjected to misuse, neglect, accident, or exposure to environmental conditions beyond those specified in the documentation.
· If a version of the software is used that does not include all updates available from RPS S.p.a..
· If the software has been modified.

RPS S.p.a. does not warrant that use of the software will be uninterrupted or error free, nor that program errors will be corrected.

RPS S.p.a.'s sole responsibility and customer's sole remedy under this warranty is, at RPS S.p.a.'s option, to repair or replace all or any portions of the software, or to refund any license fee paid. This limited warranty is valid only if RPS S.p.a. receives written notice within the ninety-day warranty period.

7.  Limitation of Warranties and Liability
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6 HEREIN ENTITLED "LIMITED WARRANTY", (i) RPS S.p.a. SHALL HAVE NO LIABILITY TO THE CUSTOMER OR ANY THIRD PARTY FOR THE SOFTWARE, INCLUDING ANY LIABILITY FOR NEGLIGENCE; (ii) UPS MANUFACTURING MAKES AND THE CUSTOMER RECEIVES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER COMMUNICATION; AND (iii) RPS S.p.a. SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

IN NO EVENT SHALL UPS MANUFACTURING BE LIABLE TO THE CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, MULTIPLE OR INCIDENTAL DAMAGES, EVEN IF RPS S.p.a. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MIGHT NOT APPLY TO YOU.  HOWEVER, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE WARRANTY PERIOD OF 90 DAYS.

NO DEALER, AGENT, EMPLOYEE, OR CUSTOMER OF UPS MANUFACTURING IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY. The cumulative liability of RPS S.p.a. to the customer for all claims relating to the software shall not exceed the total amount of any and all license fees paid to RPS S.p.a. by the customer for the software or, if no license fee was required, the replacement of the software.

8.  No Warranty Under Hazardous, High-Risk, or Life-Threatening Conditions
The software is not fault-tolerant and is not designed, manufactured or intended for use or resale as 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 weapons systems, in which the failure of the software could lead directly to death, personal injury, or severe physical or environmental damage.  Accordingly, RPS S.p.a. and its suppliers specifically disclaim any express or implied warranty of fitness for such hazardous, high-risk, or life-threatening activities.

9.  Use of Technical Information Related to Customer Support
The customer agrees that RPS S.p.a. may use technical information that the customer provides while receiving technical/customer support services. RPS S.p.a. may use such information for its own business purposes, including product support and development, but agrees not to use such information in any form that might identify the customer.

10.  Transfer Restrictions
This agreement, the license granted hereunder, the software and any modifications thereto may not be assigned or in any way transferred without the prior written consent of RPS S.p.a..

11.  Language and Jurisdiction of the Agreement
The original of this agreement has been written in English.  The parties hereto waive any statute, law, or regulation that might provide an alternative law or forum or to have this agreement written in any language other than English.  Any translation of this agreement to a language other than English is provided only for the convenience of the customer and is not the legally binding version of the agreement.

The terms of this agreement shall be construed in accordance with the substantive laws of Italy, without giving effect to the principles of conflict or choice of law of such nation.  RPS S.p.a. and Customer exclude the United Nations Convention on Contracts for the International Sale of Goods from this agreement.

13.  Export Controls
By downloading or using the software, the customer agrees to the foregoing and represents and warrants that it is not located in, under the control of, or a national or resident of any such country or on any such list.

The customer is responsible for complying with any local laws in its jurisdiction that might impact its right to import, export or use the software, and represents that it has complied with any regulations or registration procedures required by applicable law to make this license enforceable.