END USER SOFTWARE LICENSE AGREEMENT

NOTICE: PLEASE READ THIS CONTRACT CAREFULLY. BY SELECTING THE “I ACCEPT” BUTTON OR OTHER BUTTON OR MECHANISM DESIGNED TO ACKNOWLEDGE AGREEMENT TO THE TERMS OF AN ELECTRONIC COPY OF THIS AGREEMENT, OR BY USING, INSTALLING, DOWNLOADING, ACCESSING, OR OTHERWISE COPYING THE SOFTWARE (I) YOU ACCEPT THIS AGREEMENT ON BEHALF OF THE ENTITY FOR WHICH YOU ARE AUTHORIZED TO ACT OR YOU ACCEPT THIS AGREEMENT ON BEHALF OF YOURSELF AS AN INDIVIDUAL AND ACKNOWLEDGE THAT YOU ARE LEGALLY BOUND BY THIS AGREEMENT, (II) YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 2, INTELLECTUAL PROPERTY RIGHTS IN SECTION 3, TRANSFERABILITY IN SECTION 4, WARRANTY IN SECTION 7 AND LIABILITY IN SECTION 9. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE, DO NOT SELECT THE “I ACCEPT” BUTTON OR OTHERWISE CLICK ON ANY BUTTON OR OTHER MECHANISM DESIGNED TO ACKNOWLEDGE THIS AGREEMENT, AND DO NOT USE, INSTALL, DOWNLOAD, ACCESS, OR OTHERWISE COPY OR USE THE SOFTWARE. IF YOU ACQUIRED THE SOFTWARE WITHOUT AN OPPORTUNITY TO REVIEW THIS LICENCE AND YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY OBTAIN A REFUND OF THE AMOUNT YOU ORIGINALLY PAID IF YOU: (A) DO NOT USE THE SOFTWARE AND (B) RETURN IT, WITH PROOF OF PAYMENT, TO THE ENTITY FROM WHICH IT WAS OBTAINED WITHIN THIRTY (30) DAYS OF THE PURCHASE DATE FOR THE REFUND OF THE FEES PAID.

1. Definitions

When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:

“coolOrange”: means the Licensor, with its main address located at via Bolzano 78, 39011, Lana (BZ), Italy.

Agreement (or “License”): means this legal agreement between the Licensee and coolOrange.

“Licensee” or “Customer” or “You”: means You or Your Company, unless otherwise indicated, Using or being authorized to Use any of the Licensed Materials in accordance with this Agreement.

“Software”: means (a) all of the contents of the files, disk(s), CD-ROM(S) or other media with which this Agreement is provided, including but not limited to (i) coolOrange or third party computer programs, information or software; (ii) digital images, logos, stock photographs, clip art, sounds or other artistic (iii); and (iv) fonts; and (b) any Updates and copies licensed to the Licensee under this Agreement.

“Use” or “Using”: means to access, install, download, copy or otherwise benefit from using the functionally of the Software in accordance with the Documentation, the applicable License Certificate and this Agreement.

“Licensed Materials”: means the Software, the Supplemental Materials and the Documentation provided to you by coolOrange, needed to Use the Software.

“Permitted Number”: means one (1), unless otherwise indicated in the valid License Certificate granted by coolOrange. It means a maximum number (e.g., number of authorized users, number of concurrent users, number of computers, sessions, etc.) applicable to a license of the Licensed Materials and to the License Type associated with such license. Such number is determined by coolOrange and may be specified in the applicable License Certificate.

“Computer”: means an electronic device that conforms to the system requirements of the Software as specified in the Documentation and accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions, or a software implementation of such a device.

“Supplemental Materials”: means materials, other than Software and related User Documentation, that are distributed or made available by coolOrange to Use the Software.

“Updates”: means a full commercial version of Licensed Materials licensed to you by coolOrange (a) which is a successor to or substitute for a qualifying prior Version (and may incorporate error corrections, patches, service packs and updates and upgrades to, and may enhance or add to the features or functionality of, the prior Version) or different Version of Licensed Materials, (b) which is provided to a Licensee who has previously licensed the applicable qualifying prior or different Version from coolOrange and (c) for which coolOrange generally charges a separate fee or makes available solely to Customers.

“Documentation”: means the explanatory or instructional materials or files for the Software or the Supplemental Materials (including materials regarding Use of the Software or Supplemental Materials), whether in printed or electronic form, that coolOrange or a Reseller incorporates in the Software or in the Supplemental Materials in any form and provides to its Customers when the latter accept the License or acquire or install the Software or Supplemental Materials.

“Reseller”: means a distributor or reseller authorized directly or indirectly by coolOrange to distribute authentic coolOrange Licensed Materials to Licensees.

“License Certificate”: means a digital document issued to the Licensee according to an official order by Licensee or Reseller. The License Certificate encompasses the relevant information about Licensee and Software.

“Terms of Support”: means terms of assistance and service provided by coolOrange to Licensee for the applicable License and published on coolOrange’s website.

“Terms of Payment”: means conditions of payment for the applicable License, stated on coolOrange’s invoices.

“License Type”: means a type of license specified by coolOrange for Licensed Materials.License Type includes the terms specified by coolOrange for each type of license. License Type is determined by coolOrange and may be specified in the applicable License Certificate.

“Version”: means the distribution of a final version of the Licensed Materials as determined by coolOrange.

Specific License Types

Network License

Licensee may install the Licensed Materials designated in the applicable License Certificate on an unlimited number of Computers and permit Use of such Licensed Materials solely by the Licensee’s personnel, solely for Licensee’s internal business needs, only so long as the maximum number of concurrent authorized users does not exceed the Permitted Number of authorized users.

License Terms

Subscription

The Subscription grants to the Licensee the right to Use the Licensed Materials for a predetermined term set in the License Certificate. Licensee’s right to Use the Licensed Materials will continue not longer than the expiry date determined in the license certificate, after which the License is not automatically renewed, if not otherwise agreed. Such Use will be in any case in accordance with and subject to the applicable License Type and Permitted Number.
The Licensee shall receive the following benefits during the predetermined period: access to the latest Software Versions, access to the two (2) immediately preceding Versions of this Software, basic support as determined in the Terms of Support.
After the Subscription term expired, the License must either be renewed or the Software must be completely removed from the Licensee’s Computer, both self-dependently by the Licensee and without further request by coolOrange.

Software trial

Licensee is granted a one-time right to install and Use Software for evaluation purposes without charge, with limitations in time ("Trial Period") or functionality unless otherwise specified. Licensee’s Use of Software as trial version shall be limited to the internal evaluation of Software for the sole purpose of determining whether Software meets Licensee's requirements and whether Licensee desires to continue Using Software.
Licensee may withdraw from using Software at Licensee’s sole discretion anytime. If a Trial Period is determined, upon expiration of Trial Period, Licensee’s right to continue to Use Software will terminate, unless Licensee purchases a License to the Software.

Test development licenses

Licensee is allowed to Use Test development licenses. Licensee’s Use of Software shall be limited to the test and development of the Software. Licensee is not allowed to use such license for production purpose.

Not for resale-license

NFR-licenses are intended for Resellers to Use in testing or development environment or any other pre-sales situation only. Acceptable usage of Software licenses includes testing and supporting applications and product demos for potential Customers. NFR-licenses are perpetual and valid as long as the Reseller is recognised as a coolOrange-partner in good standing.

Token

Token is a timely limited (24 hours starting from the first use) pay-per-use license which is sold to Customer. The Customer acquires a pool of Tokens and by starting the use of them they will be automatically deducted from it. Those licenses guarantee the same rights granted by a Subscription license limited to 24 hours after starting those use.

ACTIVATION CODES

Activation Code required for Installation/Access and Continued Use.

Installation of the Licensed Materials, access to the Licensed Materials and the continued Use thereof may from time to time require activation codes issued by coolOrange. Registration may be required before an activation code is issued by coolOrange. Licensee will provide coolOrange and its Reseller with any information required for such registration and agrees that any information provided to coolOrange or its Reseller will be accurate and current. Licensee will also maintain and update Licensee’s registration information, on an ongoing basis, through Customer data registration processes, including without limitation the Customer information form, which may be provided by coolOrange.

Effect of Activation Codes.

Licensee acknowledges and agrees that receipt of an activation code (whether or not provided to Licensee in error) will not constitute evidence of or affect the scope of Licensee’s License rights. Those rights will be only as set forth in this Agreement and the applicable License Certificate.

2. Software License

As long as you comply with the terms of this Agreement and pay the applicable license fees, coolOrange grants to you a non-exclusive, non-sub-licensable, non-transferable, limited license to Use the Software for the purposes described in the Documentation, within the scope of your specific License Type and Permitted Number specified in the applicable License Certificate, in accordance with the other terms of this Agreement. In any case where the License Certificate does not specify a License Type or Permitted Number, or there is no License Certificate, the Permitted Number will, by default, be one.

If coolOrange provides or makes available to you any additional materials associated with the Licensed Materials, including any Supplemental Materials or user Documentation for the Licensed Materials, which can come from a third party, such additional materials or such third-party material may include or be subject to other terms and conditions, to be found on https://www.coolorange.com/download/GeneralConditionsOfSale.pdf, in addition to or different from the terms set forth in this Agreement and you agree to comply with such terms. Those terms and conditions are typically found in a “Read Me” file located near such materials. If there are no other terms and conditions for such additional materials, the latter will be subject to the same terms and conditions as the Licensed Materials to which such additional materials apply. The Use of the Software and the Software itself are licensed, not in any way sold or given away, even in such cases where coolOrange does not charge any fee for its use

2.1. General Use

You may Use the Software on your compatible Computer, up to the Permitted Number of Computers.

2.2. Backup Copy

You may make a single (1) backup copy of the Software, provided your backup copy is not installed or used on any Computer and that your backup copy may be accessed or installed only if and as long as the primary copy of the Licensed Materials is inaccessible and inoperable.
You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided under Section 4.

2.3. Home Use

Except as otherwise expressly provided with respect to a specific License Type, the Software may not be Used on your home Computer or outside the Licensee’s business.

2.4. Limitations/Reservation of Rights

The parties acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, no license is granted under this Agreement and this Agreement expressly excludes any right
(i) on any coolOrange Licensed Materials that you didn't acquire lawfully or that you acquired in violation of or in a manner inconsistent with this Agreement;
(i) on any coolOrange Licensed Materials that you didn't acquire lawfully or that you acquired in violation of or in a manner inconsistent with this Agreement;
(ii) to Use the Licensed Materials beyond the applicable license term or outside the Permitted Number or not in compliance with the specific License Type specified in your License Certificate;
(iii) for installation of the Licensed Materials on any Computer other than a Computer owned or leased, and controlled, by You, unless otherwise authorized in writing by coolOrange;
(iv) to distribute, rent, loan, lease, sell, sublicense, transfer or otherwise provide all or any portion of the coolOrange Licensed Materials to any person or entity, except as expressly set forth in this Agreement (Section 4) or as expressly authorized in writing by coolOrange, or except in case this is compliant with your specific License Type;
(v) except as otherwise expressly provided with respect to a specific License Type, to Use or allow the Use of the Licensed Materials over the Internet or other non­local network.

You shall not copy (except as expressly permitted by this Agreement), disassemble, decompile, reverse engineer, attempt to derive the source code of, create derivative works of, or modify the Software (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Software). Any attempt to do so is a violation of the rights of coolOrange and its licensors, and any information obtained in violation of this restriction shall be considered coolOrange‘s confidential and proprietary information. If you breach this restriction, you may be subject to prosecution and damages. You shall at all times safeguard and protect all of coolOrange’s confidential and proprietary information pertaining to the Software and you hereby automatically and irrevocably assign such confidential and proprietary information to coolOrange. coolOrange reserves to itself and prohibits You (directly or indirectly, in whole or in part) from loaning, renting, leasing, sublicensing, selling or otherwise distributing or operating the Software to or for the benefit of any third party, and from altering, adapting, translating or preparing any derivative work of the Software.

You will not engage in, and will not permit or assist any third party to engage in any uses or activities inconsistent with the limitations described in this Section. Such uses or activities carried out outside the scope of this Agreement or not in accordance to this Agreement constitute an “Unauthorized Use”. Any such Unauthorized Use, or any Use of the Licensed Materials provided outside the scope of this Agreement, or outside the scope of the specific applicable License Type and outside the Permitted Number or, in any case, in a manner not compliant with this Agreement, constitute or result in infringement of coolOrange intellectual property rights as well as a breach of this Agreement. coolOrange retains title to and ownership of, and all other rights with respect to, the coolOrange Licensed Materials and all copies thereof, including, without limitation, any related copyrights, trademarks, trade secrets, patents, and other intellectual property rights.
You have only the limited licenses granted with respect to this Agreement, and you have no other rights. You acknowledge and agree that the coolOrange Licensed Materials are licensed, not sold, and that rights to Use the Licensed Materials are acquired only under the License from coolOrange.

To the extent that the Software includes coolOrange software, (i) You may not alter or modify the installer program or create a new installer for any of such software, ii) such software is licensed and distributed by coolOrange, and (iii) You are not authorized to use any plug-in or enhancement that permits you to save modifications with such software.

2.5 Multiple Environment Software / Multiple Language Software / Multiple Media Software / Multiple Copies / Bundles

If the Software supports multiple platforms or languages, if you receive the Software on multiple media, if you otherwise receive multiple copies of the Software, or if you received the Software bundled with other software, the total number of users of the Software may not exceed the Permitted Number. You may not rent, lease, sublicense, lend or transfer any versions or copies of such Software you do not Use.

2.6 Updates

If the Software is an Update to a previous version of the Software, you must possess a valid license to such previous version in order to Use the Update. You may continue to Use the previous version of the Software on your Computer after you receive the Update to assist you in the transition to the Update, provided that: (i) the Update and the previous version are installed on the same Computer; (ii) the previous version or copies thereof are not transferred to another party or Computer unless all copies of the Update are also transferred to such party or Computer; (iii) and you acknowledge that any obligation coolOrange may have to support the previous version of the Software may be ended upon the availability of two immediately following Updates, if not determined otherwise in the Terms of Support published on coolOrange’s website.
By accepting the terms provided in this Agreement you also accept to permit, notwithstanding the previous regulation, the Update of a previous version of the Software by the download of the corresponding file from the company´s download area. The Update will be provided as an installable media which will perform the required update tasks.

3. Intellectual Property Rights and Confidentiality

The Software is the intellectual property of and is owned by coolOrange or its third suppliers. Except as expressly stated in this section, this Agreement does not grant You any intellectual property rights in the Software.
The Software (including, but not limited to, any source or object code, images, logos, icons, photographs, animations, video, audio and text incorporated into the Software), the accompanying materials and manuals (including, but not limited to, the Documentation) and any copies of the Software are protected by copyright owned by coolOrange or its suppliers, including without limitation by Italian Copyright Law, international treaty provisions and applicable laws in the country in which it is being used.
Any copies of the Software that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software.
The structure and organization of Software, any source code or similar materials relating to such Software and any other Licensed Materials identified as “Confidential Information” of coolOrange or its suppliers (i) may not be distributed, disclosed or otherwise provided by the Licensee to third parties, and (ii) may be used only in compliance with this Agreement and with the Use of the Licensed Materials authorized by coolOrange. “Confidential Information” shall mean information either (i) marked or designated as “confidential” or “proprietary” at the time of disclosure or (ii) disclosed under circumstance under which it ought to be treated as confidential.
You also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, except to the extent applicable statutory laws specifically prohibit such restrictions and except that if you are using the Software in any country in the European Union, you may reverse engineer only for interoperability purposes and then only if all conditions of E.C. Council Directive on the Legal Protection of Computer Programs are met.

4. Transfer

You may not rent, lease, sublicense all or any portion of the Software to another person or legal entity, except as may be expressly permitted by coolOrange.
You may not assign this Agreement or any rights hereunder without coolOrange prior written consent, which may be withheld in coolOrange's sole and absolute discretion. Any unauthorized assignment by Licensee will be void.

4.1 Purchasing Through Resellers

This Agreement applies whether Licensee purchases the Software directly from coolOrange or through Resellers. The Reseller has to deliver the License Certificate to the Licensee and to inform the Licensee about expiration, updates and all relevant information. Resellers are not authorized to make any promises or commitments on coolOrange’s behalf, and coolOrange is not bound by any obligations to Licensee other than as specified in this Agreement.

5. Term and Termination

For Subscriptions as set forth under the section “Subscription” above, this Agreement has a duration equal to the licensed term specified on the License Certificate. The licensed term shall commence on the Effective Date and continue thereafter for the period ending in the expiry date determined on the license certifcate.
Effective Date” shall mean the date this Agreement is electronically accepted, click-accepted or, if signed in hard copy by the Licensee/Customer, the date of last signature, or in the absence of any of the forgoing, this Agreement shall be effective from the date an order is placed by Licensee/Customer.
Each of coolOrange or Licensee may terminate this Agreement before the expiry date of the contract if the other party is in breach of this Agreement and fails to cure such breach within ten (10) days after written notice of the breach. In addition, coolOrange may, as an alternative to termination, suspend Licensee’s License as to the Licensed Materials.
coolOrange may in any case, without prejudice to any other of it’s rights, suspend or terminate the contract in case of breach of the obligations set forth (or if Licensee fails to comply with the provisions of this Agreement provided for) in articles 2, 3, 4, 6, 8, 9, at any time without notice from coolOrange to the Licensee. The Termination of this Agreement shall terminate Licensee’s right to use the Software. Upon termination for any reason, Licensee shall destroy the original copy and all subsequent copies, full or partial, of Software and cease all further use of it.

6. Fees

Licensee must pay license fees in accordance with coolOrange's or Reseller's Terms of Payment, whichever is applicable. Licensee’s failure to make proper and timely payment of license fees is considered a particularly serious breach of contract in the sense of Article 1456 of the Italian civil code, entitling coolOrange to withdraw from the Agreement with immediate effect. In this case, this Agreement will be terminated and Licensee may not Use the Software.

7. No warranty

The Software is being delivered to you “AS IS” and coolOrange makes no warranty of any kind as to its Use or performance. coolOrange and its Suppliers do not and cannot warrant the performance or the results you may obtain by Using the Software.
coolOrange and its suppliers make no warranties conditions, representations, or terms (express or implied whether by law, statute, common law, custom, usage or otherwise), as to any matter including without limitation noninfringement of third-party rights, merchantability, integration, satisfactory quality, fitness for any particular purpose, or warranties otherwise implied.
No statement or representation about coolOrange materials and their features or functionality in the Licensed Material, or written and oral communication with you by coolOrange or it’s authorized representative shall constitute a warranty, representation or condition. Without limiting the foregoing, coolOrange does not warrant: (i) that the operation or the output of the Licensed Materials will be uninterrupted, error-free, secure, accurate, or complete; (ii) that errors will be corrected by coolOrange or any third party; or (iii) that coolOrange or any third party will resolve any of your particular support requests or that such resolution will meet your requirements or expectations.
The entire risk as to the quality and performance of the Software is borne by the Licensee. Nothing in the foregoing restrict the effect of the warranties or the conditions provided for by the law applicable to the present agreement which cannot be excluded, restricted or modified by parties with the contract.

8. Additional terms for Pre-release Software

If the product you have received with this Agreement is a pre-commercial Release or a beta software (“Pre-release Software”), then the following section applies. To the extent that any provision in this section is in conflict with any other term or condition in this Agreement, this section shall supersede such other term(s) and condition(s) with respect to the Pre-release Software only, but only to the extent necessary to resolve the conflict. You acknowledge that the Pre-release Software is a pre-release version and does not represent final product from coolOrange and may contain bugs, errors and other problems that could cause system or other failures or data loss. Consequently, the Pre-release Software is provided to you “AS IS”, and coolOrange disclaims any warranty or liability obligations to you of any kind.
In applicable jurisdictions where liability cannot be excluded for Pre-release Software, but it may be limited, coolOrange’s liability and that of its suppliers shall be limited to the sum of Euro 50,00.- in total.
You acknowledge that coolOrange has not promised or guaranteed to You that Pre-release Software will be announced or made available to anyone in the future, that coolOrange has no express or implied obligation to you to announce or introduce the Pre-release Software and that coolOrange may not introduce a product similar to or compatible with the Pre-release Software.
Accordingly, you acknowledge that any research or development that you perform regarding the Pre-release Software or any product associated with the Pre-release Software is done entirely at your own risk. During the term of this Agreement, if requested by coolOrange, You will provide feedback to coolOrange regarding testing and Use of the Pre-release Software, including error or bug reports. If you have been provided the Pre-release Software pursuant to a separate written agreement, such as the coolOrange serial agreement for unreleased products, your Use of the Software is also governed by such agreement. You agree that You may not and certify that You will not sublicense, lease, loan, rent or transfer the Pre-release Software.
Upon receipt of a later unreleased version of the Pre-release Software or Release by coolOrange of a publicly released commercial version of the Software, whether as a stand-alone product or as part of a larger product, You agree to return or destroy all earlier Pre-release Software received from coolOrange and to abide by the terms of the Agreement for any such later versions of the Pre-release Software.

9. Limitation of liability

In no event coolOrange or its suppliers shall be liable (directly or indirectly) for any incidental, special, indirect consequential or punitive damages, nor shall be liable to you for any damages, claims or costs or any consequential, indirect damages, incidental damages, or any loss of profits or lost savings or business interruption, or any other liability whether in an action in contract nor in tort (including, without limitation, negligence), or otherwise arising from, out, of, in connection with the Software, the Update or the Use of the Software, even if a coolOrange representative has been advised of the possibility of such loss, damages, claims or costs. In no event coolOrange shall be liable for any claim filed by any third party.
CoolOrange’s aggregate liability and that of its suppliers under or in connection with this Agreement shall be limited to the amount paid for the Software, if any. If no fee was paid for the Use or Update of the Software, then the liability of coolOrange under this Agreement shall be zero.
The Licensed Materials are commercial professional tools intended to be used by trained professionals only. The Licensed Materials are not a substitute for your professional judgment or independent testing. The Licensed Materials are intended only to assist You and are not a substitute for your own independent analysis, simulation, estimation, testing, and/or other activities, including those with respect to product stress, safety and utility.
The Licensed Materials have not been tested in all situations under which they may be used. coolOrange will not be liable in any manner whatsoever for the results obtained through the Use of the Licensed Materials. Persons Using the Licensed Materials or Services are responsible for the supervision, the management, and the control of the Licensed Materials and the results of Using the Licensed Materials. This responsibility includes, without limitation, the determination of appropriate uses for the Licensed Materials and the selection of the Licensed Materials and other computer programs and materials to help achieve the intended results. Persons Using the Licensed Materials are also responsible for establishing the adequacy of independent procedures for testing the reliability, accuracy, completeness, and other characteristics of any output of the Licensed Materials.
coolOrange will not be liable for any loss, damage or penalty resulting from delays or failures in performance resulting from cases of force majeure such as acts of God, supplier delay or other causes beyond its reasonable control.
The foregoing limitations and exclusions apply to the extent permitted by mandatory rules of the applicable law in your jurisdiction. Nothing contained in this Agreement limits coolOrange liability resulting from coolOrange’s serious negligence or willful misconduct and in all cases provided by mandatory rules of law.

10. Export Rules

The Export rules in force in the United States, if applicable, or any local export rules applicable in your jurisdiction will apply to the Software/Licensed Materials.
You agree that the Licensed Materials will not be shipped, transferred or exported (directly or indirectly) into any country or used in any manner or for purposes prohibited by the above indicated rules (of the United States Export Administration act or any other export laws, restrictions or regulations or any local export rules applicable in your jurisdiction (collectively the “Export Laws”)). In addition, if the Software is identified as export controlled items under the Export Laws, You represent and warrant that You are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea and Serbia) and that You are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.

11. Governing Law and Jurisdiction

This Agreement shall be governed by and interpreted in accordance with the Italian law.

EU-based Customer Companies
In addition, each party agrees that any claim, action or dispute arising under or relating to this Agreement will be brought exclusively in (and the parties will be subject to) the exclusive jurisdiction of the Tribunal of Bolzano, Italy.
Nothing in the foregoing will prevent coolOrange from bringing an action for infringement of intellectual property rights in any country where such infringement is alleged to occur.

NOT EU-based Customer Companies
Mediation
The Parties shall defer all the disputes arising out of the present Contract to a mediation attempt managed by the Service of Mediation of the Chamber of Arbitration of Milan.

Arbitration
If the mediation attempt fails, all the disputes arising out of or related to the present Contract shall be settled by arbitration under the Rules of the Chamber of Arbitration of Milan (the “Rules”) by a sole arbitrator appointed in accordance with the Rules. The Arbitral Tribunal shall decide in accordance with the rules of law of Italy. The seat of the arbitration shall be Milan, Italy. The language of the arbitration shall be English.

12. General Provisions

If any part of this Agreement is found void, invalid and unenforceable, such provision or such portion thereof will be ineffective as to the jurisdiction in which the mandatory rules of the applicable law finds it is void, invalid and unenforceable but the invalidity or the unenforceability will not affect the validity of the entire Agreement, which shall remain valid and enforceable according to its terms in that jurisdiction and in any other jurisdiction.
This Agreement may only be modified by a writing signed by an authorized officer of coolOrange. Updates may be licensed to you by coolOrange with additional or different terms according to your specific License Type.
This is the entire Agreement between coolOrange and you relating to the Software/Licensed Materials and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any existent translation.
By accepting this Agreement you also agree to underlie to the Terms of Support published on coolOrange’s website.
By accepting the terms provided in this Agreement you also agree to be sent product related information to your e-mail adress, pursuant to Art. 6, co. 1, lit. a of the GDPR UE/679/2016. At any time you can disable the reception of the newsletter by selecting the specific button provided into the mail.

13. Compliance with Licenses

If You are a business or organization or an entity, you agree that upon request from coolOrange or coolOrange’s authorized representative you will within thirty (30) days fully document and certify that the Use of any and all of coolOrange’s Software at the time of the request is in conformity with your valid licenses from coolOrange, for example by providing coolOrange with information about the license number as well as information about the specified License Certificate.
If You have any questions regarding this Agreement or if You wish to request any information from coolOrange, please use the address and contact information included with this product to contact the coolOrange office serving your jurisdiction.

According to articles 1341 and 1342 of the Italian civil code, the following clauses have been expressly approved by You:

art. 2 Software License; art. 3 Intellectual Property Rights and Confidentiality; art. 5 Term and Termination; art. 6 No warranty; art. 8 Additional terms for Pre-release Software; art. 9 Limitation of liability; art. 10 Governing Law and Jurisdiction; art. 12 General Provisions