B2B SOFTWARE LICENSE AGREEMENT

1. Exclusively Professional Purpose – Status of the Licensee

1.1 Exclusively B2B Use

The Software is licensed exclusively to persons acting for purposes related to their business, commercial, craft, or professional activity.

The Licensee therefore represents and warrants:

• a) that this Agreement is entered into exclusively in the course of, or for purposes related to, the Licensee’s business, commercial, craft, or professional activity;
• b) that the acquisition and use of the Software are functional to such activity;
• c) that the Licensee is not acting for purposes unrelated to their professional or business activity;
• d) that the Licensee is not entering into this Agreement as a consumer.

The Software is not intended to be sold or licensed to consumers.

1.2 Condition for Installation and Use

If the user intends to acquire or use the Software for personal purposes or for purposes otherwise unrelated to their business or professional activity, the user is not authorized to accept this Agreement or to install, activate, or use the Software.

1.3 Double Confirmation of Professional Status

Before installation or activation of the Software, the user is presented with the full text of this Agreement. Installation or activation is subject to the following two separate confirmations, both of which are mandatory:

2. Nature and Scope of the License

2.1 Grant of the Right to Use

Subject to compliance with this Agreement, the Licensor grants the Licensee only a personal right to use the Software, which is non-exclusive, temporary, non-transferable, and limited to the designated number of workstations.

This Agreement does not constitute any sale, assignment, or transfer of ownership of the Software or of the related intellectual property rights.

2.2 Term

The term of the License is the term indicated in the purchase conditions. Unless otherwise indicated, the Beta License has a term of 2 years.

3 & 4. Intellectual Property & Restrictions on Use

The Software and its source code remain the exclusive property of the Licensor. Except where mandatorily permitted by law, the Licensee may not distribute, sublicense, rent, lease, or transfer activation credentials to third parties.

5. Beta Version – Experimental Nature of the Software

The Licensee acknowledges that the Software is distributed as a BETA VERSION. To the fullest extent permitted by applicable law, the Software is provided "AS IS" and "AS AVAILABLE" without additional commercial warranties.

6 & 7. No Support Obligation & Beta Updates

Unless agreed otherwise in writing, the License price does not include maintenance, custom development, or continuous support obligations.

8 & 9. Verification, Backup Obligations & Limitation of Liability

The Licensee is responsible for retaining independent backups of all files and verifying output before professional or legal use. The Licensor is not liable for indirect or consequential damages, subject to mandatory law.

10 – 14. Applicable Law & Jurisdiction

This Agreement is governed by Italian law, and disputes shall be subject to the exclusive jurisdiction of the Italian courts.

Specific Approval of Clauses (Italian Civil Code Arts. 1341 & 1342)