SOFTWARE LICENSE AGREEMENT Between People Lab srl, company based in Milano, Via Oldofredi, 45, Tax Code and VAT no. 04212840963 in the person of its legal representative and sole Director duly authorised  Luca Mattiello (hereinafter for brevity referred to as either “Licensor” or “People Lab”) And Customer and/or Licensee hereinafter jointly referred to as the “Parties” and individually as the “Party” Provided that

1. People Lab srl designed and developed the software called Adiuvet, which results in an application solution for the Client’s management of clinical and administrative activities;
2. The Customer concluded contract for the supply of the aforementioned software;
3. In order to fulfil the aforementioned supply contract, it is necessary to conclude the present agreement by means of which People Lab srl grants the user license of the software and related services (hereinafter the “Software”) owned by this same company (and/or operating system/s), under the conditions and terms established below;
4. By acceding to this Agreement, the Client shall endeavor to being bound towards People Lab srl by the terms of the present license (“Agreement”).

In the light of the premises the Parties hereby agree as follows  

1. Premises
   • Premises, acts, annexes, and documents referred to herein, constitute an integral and essential part of the present contract and they are expressly approved by the Parties.

 

2. Definitions

• Other than terms and expressions defined in other clauses and provisions of the Contract, and for the purposes thereof, terms and expressions listed below have exclusively the meaning hereafter indicated for each of them:

• Customer/Licensee: the subject, both natural and juridical person, who uses the Software -object of the present agreement- as part of his professional activity.
• Supplier/PeopleLab: “PeopleLab S.r.l.” with registered office in Milano) – Via Oldofredi n. 45, Tax Code and VAT no. 04212840963 e R.E.A. n° MI2553211, P.E.C. l.mattiello@pec.peoplelab.it;
• Agreement: the present Software License Agreement together with attachments, as listed below:
• Attachment 1 – “Customer Privacy Notice”
• Attachment 2– “Appointment of the external manager pursuant to Art. 28 GDPR” (possible)
• Parties or Party: individually or jointly: Supplier and Customer;
• Software: the Adiuvet software used under license;

 

3. Subject of the contract

People Lab, grants the Customer the Software user license, in one of the versions/modes whose characteristics are indicated in the following link:  https://www.adiuvet.com/en/all-licenses/ .  

4. Intellectual property and license limits
   • The Software, its source code, each update and/or revision, and, in general, each component, are protected by the Intellectual Property Code (Legislative Decree no. 30/2005), by Italian Copyright Law (Law no. 633/1941), by rules contained in international treaties, as well as by the laws in force in the country where it is used.
   • Therefore, the Software in question is provided under user license (in the aforementioned manner), for a fixed time, non-exclusive and non-transferable, through which the Customer becomes holder of the right of use of the Software, as set out below.
   • It is expressly prohibited for the Customer to conduct any deconding operation, any disassembly, any decompilation or any reverse engineering operation on the Software, also in order to obtain the source code.
   • The Software granted in license to the Customer may be used limited to the number of activated users.

 

5. Use of software models and ownership

• Because of the license, subject of this agreement and within the limits established in the following article 7, the Customer can make use of a library of predefined templates, for clinical or administrative use.
• The Customer may use and edit the aforementioned models, and create new ones, and the Parties expressly and jointly resolve as follows:

1. The original models in the library and those edited by the Customer are and remain property of People Lab, who grants them in use to the Customer, always under this Agreement.
2. New modules, created from scratch by th Customer dal Cliente are its property, but People Lab acquires, free of charge and indefinitely, rights of use, modification and resale to other Costumers.

 

6. Duration of the contract
   • The present contract shall be valid for the chosen license and it renews automaticallyon the expiry date for the same period, unless the Customer notifies the Supplier its willingness not to continue using the software, following methods and terms indicated in the specific reserved area to which it can access.
   • It is fully established that the Supplier has the option to terminate this Agreement by giving the Customer written notice at least 30 (thirty) days prior to the expiration of the license.

 

7. Modification, reproduction and use

• In addition to the points above, with respect to the Software, by any means and/or in any form, both permanently or temporarily, the Customer is expressly prohibited:

1. Tampering structurally, even partially, modifying/altering and/or changing the software;
2. reproducing, copying, duplicating, plagiarizing and/or using the software in a way that differs from the intended one;
3. translating, adjusting, processing;
   • The violation of these prohibitions determines the loss of the effects of the warranty accompanying the Software, making the Customer the only one responsible for the related malfunction and/or for any damage that may result.

 

8. Limited warranty

• Peoplelab srl does not warrant that the operation of the Software will be uninterrupted and error free or that any defects can be eliminated.
• PeopleLab warrants to the Customer that the Software will perform substantially in accordance with its characteristics for a period of 12 (twelve) months from the date of activation.
• The guarantee must – under penalty of forfeiture – be enforced within the period of 30(thirty) days from the discovery, duly communicated and justified by certified e-mail.
• Due to the operation of the aforementioned warranty PeopleLab will be required exclusively to implement the interventions indicated in the Attachment 1 as per above Art 3.
• Whenever the Software does not work substantially in accordance with its own characteristics, despite the interventions mentioned in point 8.4 above, PeopleLab’s full responsibility and the Customer’s sole and exclusive remedy will be limited to replacing the Software or, as an alternative and at PeopleLab’s discretion, to the reimbursement of the fees paid to date.
• PeopleLab warrants that the Software has been certified for use on Google Chrome browsers, in in any version after version 103.

 

9. Limitation on and exclusion of damages

• Under no circumstances can PeopleLab be held responsible towards the Customer or third parties for any damage, both consequential and indirect, neither accidental nor special, of any kind, including loss of profit, loss of earning, the interruption of activity, loss of information, or other economic or image losses arising from the use or the impossibility of the use of the Software.
• People Lab’s responsibility for any direct damage suffered by the Customer or by third parties, due to causes of any nature, will in any case be limited to the hypothetical cases of willful and gross negligence. In any case the maximum amonut of the sum equal to the sums actually paid by the Customer for the use of the Software.
• The Customer must take all reasonable precautions to prevent and limit any damage. In particular, the Customer must make regular back-up copies of resident data in its device – where possible/compatible with the licensed Software – in accordance with the terms of this contract.
• In any case, the Customer is committed using the Software in conformity with the given user requirements and to avoid tampering, alterations and/or damages.
• People Lab is not liable for damages caused by the Customer to third parties, caused by an improper use of the Software, and/or by the use of the Software without the necessary permissions, prescribed by industry regulations, to which the Customer itself should be subject.

 

10. Consideration, billing and payment

• As consideration for the use of the Software, the Customer will pay an anticipated periodic fee. The amount is specified at the following link, according to the specific type of license chosen: https://www.adiuvet.com/en/all-licenses/.
• In the event the Customer fails to pay even just a canon, the accrual of default interest without the need for a formal notice and the rate of which D.lgs. 231/02, PeopleLab may suspend the execution of the contract pursuant to ex art. 1460 cc.

 

11. License activation

• Simultaneously with the signing of this contract and following the payment of the first fee referred to in point 10 above, the Customer shall receive the credential to activate the Software.

 

12. Data processing

• The Parties commit hat they will process the personal data known in the Agreement in accordance with legal provisions on the protection of personal data and reciprocally acknowledge that they have exchanged the information pursuant to the European Data Protection Regulation no. 679/16 (GDPR) and to TU 196 del 2003 as modified by D.Lgs. 101 del 2018 (Attachment 2 – Customer Privacy Notice).
• Peoplelab, if it is necessary for the purpose of data processing by the company itself, implemented in this Agreement, may be appointed external data controller on behalf of the Customer (Data controller) pursuant to Art. 28 of the European Regulation 2016/679 (“GDPR”) (Attachment 3 – “Appointment external data Manager ex art. 28 GDPR”).
• By signing this Agreement, the Customer -under its sole responsibility- authorizes from now People Lab srl to use the data, of which the Customer is the controller, and this after being made anonymous and in aggregate form.

 

13. Use of non-personal data

• By signing this Agreement, the Customer – under its sole responsibility – authorizes from now People Lab to use also the data not regarding individuals (e.g. data on animal diseases) for statistical, market and commercial purposes.

 

14. Applicable law and jurisdiction

• This contract is governed by Italian law and any disputes relating thereto will be devolved to the exclusive competence of the Court of Milan.

 

15. Prohibition of Assignment

• This Agreement may not be assigned by one of the Parties without the prior consent of the other Party.

 

16. Express termination clause

• Peoplelab reserves the right to terminate this contract, according to and for the effects of the provisions of Art. 1456 c.c., by written communication sent to the Customer with a notice of 7 (seven) days, in the event that the Customer does not also fulfil the obligations on the same obligation under this Agreement and, in particular by reference to the following Articles: Art. 4, Art. 7, Art. 8, Art. 10.
• In the event of termination the Customer is obliged to cease all use of the Software, of its access credentials and of any other materials.
• It is without prejudice to PeopleLa’s right to compensation for any greater damage, beyond that already quantified in the measure equal to no. 50 (fifty) times the monthly fee provided for theis contract.

 

17. Attachments

• The following attachments are integral part of the present document:

• Attachment 1 – “Customer Privacy Notice”
• Attachment 2– “Appointment of the external manager pursuant to Art. 28 GDPR”

  [Document version 1.0]