License Agreement


Important notice

    Read the Agreement herein with the utmost care before starting to use the package contents and/or downloading or installing the software product. All purchase orders for products and the usage of products (hereinafter referred to as the “Product”) supplied by OxySec S.r.l. are and will be subject to the terms and conditions included in the Agreement herein.

    By unsealing the package containing the Products and/or by downloading the software (defined as follows) and/or by installing the software on your computer and/or by using the Product, you accept the Agreement herein and become fully aware of the commitments deriving from its terms and conditions.

    Should you not accept the Agreement herein or should you prefer not to be committed to it, do not open the package and/or download and/or install the software but rather timely (within maximum 10 days from the date when you received the package) return the Products to OxySec, delete all the software Product components from your computer and do not use the Product by any means.



The Agreement herein consists of three sections:

  • Section I – It applies when the user downloads or uses the Product for free for testing purposes only. 
  • Section II – It applies if the user has purchased or has been provided with a license by OxySec for Product usage. 
  • Section III – It applies under all License Grant circumstances. 


Section I - License for testing purposes

License granting

    With the Agreement herein OxySec grants, and you accept, a non-exclusive license for using the Product in machine language, only in object code, free of charge, in order to evaluate whether to purchase a license to be able to use the Product longer and only to the extent authorized by the License Agreement herein.

    The trial is restricted to a maximum number of days as specified on the demo package applicable to you. During the evaluation time, you can use the Product as described in Section III at paragraph “Grant rights extension”.


Warranty exclusion

    The Product is supplied “as is”, without any warranty whatsoever. No implicit warranty for qualification to a specific scope, satisfaction and salability is granted. Some jurisdictions do not allow implicit warranty exclusions and therefore the above mentioned warranty exclusions could not be applicable to you and you might have additional rights depending on your jurisdiction. The whole risk related to the quality and the performance of the Product falls entirely on you. The warranty exclusion herein is an essential part of the Agreement.

    Should you have initially purchased a copy of the Product without license rights and would like to purchase a license now, please contact OxySec or one of OxySec representatives.


Section II - Policies applicable in case of license grant

License grant

    Pursuant to your payment of the license fees applicable to the type and quantity of licenses you have purchased and that have been indicated in your purchase order, OxySec grants with the Agreement herein, and you accept, a personal limited, non-exclusive and entirely revocable license, to use the software (in accordance with the term definition as it appears in Section III, paragraph “Intellectual property”), only in executable form, as described in the documentation accompanying the user software, and only complying with the terms of the Agreement herein;

  • (i) you can install the software and use it on your computer located in your working facilities, as described in OxySec documentation; 
  • (ii) you can integrate with and connect the software to the programs on your computer only in compliance with the scope defined in the Product Guide; whatever the case, should any part of the software converge in any other program, the whole concern will be considered as a deriving work and will keep being subject to the terms of the Agreement herein; 
  • (iii) you can make a reasonable number of copies of the software for backup purposes only.The software should not be used for any other purpose. 

Sub-License

    After integrating the software into the program(s) on your computer, in compliance with the above article License Grant, as long as you apply the terms of the Agreement herein, you can in turn sub-license the integrated software and resell the hardware components of the Product you purchased from OxySec, whenever applicable, to distributors and/or end users.

    Before selling or sublicensing the Product, you should make sure that the Agreements you engage all your distributors and/or end users with (and in turn their respective Agreements with their customers) include warranties, warranty exclusions, responsibility restrictions and license conditions which are not less protective than OxySec rights to the extent of the matters covered herein. Moreover, you should clarify with your distributors and/or end users that OxySec is not and will not be, by any mean under whatever circumstance, involved in or responsible for the software, and its related licenses, contained in your programs which you integrate with the OxySec software and you will distribute to your distributors and/or end users, including, for exemplifying purposes only, the extension of license terms and the supply of maintenance for whatever software and/or program component not identifiable with OxySec software.

    OxySec explicitly rejects whatever involvement and responsibility to the extent of programs, software and/or hardware components which the OxySec Product does not consist of or which do not belong to the OxySec Product.


Warranty restriction

    OxySec warrants to its advantage only that:

  • (i) the software, whenever delivered to you, and for a time lapse of three (3) months after the delivery date, works as long as product guidelines are met, it is used on the hardware and the operating systems which it has been developed for; 
  • (ii) the product contains no substantial material or manufacturing defects for a time lapse of twelve (12) months after the delivery date. For Italian users warranty terms are extended to twenty-four (24) months in compliance with the Law Decree no. 206, dated 6 September 2005. 

Warranty exclusions

    OxySec does not warrant that its Product will meet your requirements or that the Product running will be free of interruptions or errors. Within legal boundaries,OxySec explicitly rejects all warranties that are not covered in the Agreement herein and all implicit warranties, including for exemplifying purposes only the implicit warranties of salability and compliance for a specific scope.

    No OxySec’s licensee, distributor, reseller, agent or employee is authorized to edit, extend or add anything to the warranty terms herein.

  • (i) Should you edit the software or any other Product component during the warranty period of time, 
  • (ii) should Product components be subject to incidents, abuse or improper use, 
  • (iii) should you violate the terms of the Agreement herein, the warranty terms as indicated in Section II will immediately cease. 

    Should the software be used along with hardware or programs different from the hardware and software that should be used as described in Product Guide, the warranty terms will not be applicable.


Protection restrictions

    In case of violation of the warranty herein, the only obligation OxySec is subject to and your only protection, entirely at OxySec’s discretion, will be represented by:

  • (i) free replacement or repair of the Product, or its component, which does not meet the previous limited warranty; 
  • (ii) refund of the price paid for the Product, or its component.

    Each replacement or repaired component will be covered by warranty for the remaining warranty period or for 30 days, regardless of which of the two time lapses should prove longer. Warranty claims should be filed in writing within seven (7) days from defect detection and be submitted with all necessary evidence.

    All Products should be returned to the distributor they were purchased from (in case they were not purchased directly from OxySec) and the party returning them should arrange for the shipment at its own expenses, insurance of the goods included. The Product or its component should be returned with a copy of its original invoice (or delivery note). Italian users have two months from defect detection to report the malfunction to OxySec (as defined by the Law Decree no. 206, dated 6 September 2005), and should not pay any fee to return the Product to OxySec.


Section III - Norms applicable to all license grants

Grant rights extension and Prohibited usages

    Except for what explicitly indicated in Section II, par. 1 and 2, you accept:
  • (i) not to use the Product in whatever way that should exceed the scope of the license you purchased in compliance with your purchase order; 
  • (ii) not to use, modify, integrate or sub-license the Software or any other OxySec’s Product unless explicitly authorized by the Agreement herein and the Product Manual; 
  • (iii) not to sell, license (or sub-license), lease, assign, transfer, pawn, or share with anyone your rights related to this license; 
  • (iv) not to modify, disassemble, decompile, reverse-engineer, update, or improve the Software or attempt to discover the Software source code; 
  • (v) not to install the Software on an accessible server through a public open network; 
  • (vi) not to use Software backup or archive copies (or allow anyone else to use such copies) for scopes that are different from replacing an original copy in case this should be destroyed or become defective.

    If you are a member of the European Union, the Agreement herein does not modify the rights you enjoy based on Council Directives related to the Juridical Protection of Computer Programs. For any additional information about such Directives, please contact OxySec.


Intellectual property

    This is a License Agreement, not a Sale Agreement. The software component of OxySec’s Product, revisions, bug fixings, changes, improvements, updates and/or upgrades included (hereinafter referred to as the “Software”, regardless of being mentioned as a part or the whole), and its documentation, are not for sale and are and will remain the property of OxySec.

    All intellectual property rights (including, for instance, copyrights, patent rights, trade secrets, trademarks, etc.) disclosed through the Product, or incorporated in theProduct itself, and/or attached/connected/related to the Product (including for instance the Software code and the Product obtained in compliance with the aboveSection II) are and will be the exclusive property of OxySec.

    The License Agreement herein does not grant any Software property right but rather only a limited revocable usage right in compliance with the terms of the License Agreement herein. None of the terms in the Agreement herein is meant for OxySec to give up any intellectual property right in compliance with whatever law.


Registrations & Audits

    During the validity of the License Agreement with the End User herein, you commit to preserve registrations and records of any Product activation. OxySec reserves the right to audit your records at any time upon prior written notice. Any such audit will occur during regular working hours.


Termination

    Without affecting any other right, OxySec can terminate the license herein should you violate any of the Agreement terms. In case of termination called by OxySec, you agree to destroy, or return to OxySec, the Product and the Documentation and all copies and parts of it.


Restriction of Liability

    The overall OxySec’s liability towards you or any other party due to whatever loss or damage deriving from claims, requests or actions related to the Agreement herein and/or from judicial disputes related the Product, will not exceed the license fee paid to OxySec for the use of the Product which originated the action or the claim; and should this criterion be inapplicable, OxySec’s liability won’t exceed the amount of license fees you paid to OxySec in accordance to the Agreement herein over one year time (12 months) prior to the event.

    By no means and in accordance to no legal assumption, extra-contractual liability, contractual liability, or other, OxySec or OxySec’s suppliers, resellers or agents will be liable towards you or any other party for whatever damage of whatever kind, indirect, special, incidental or consequential included, among which for instance damages for goodwill, activity interruptions, computer failure or malfunctioning, loss of trade profits, loss of trade information, damages for personal injuries or any other trade damages or losses, even if OxySec was informed about the possibility of such damages to occur, or for whatever other claim coming from any other party. Some jurisdictions do not permit the exclusion or the restriction of accidental or consequential or personal injury related or fraudulent or serious wrong damages due to OxySec; therefore the foresaid restriction or exclusion could not be applicable to you.


No other warranty

    Except for what specifically covered with the Agreement herein, OxySec does not provide any warranty coverage, neither explicit, nor implicit, for its Products, including any warranty about their quality, performance, salability or compliance for a specific scope.


Export controls

    You acknowledge that the Product is subject to certain laws, norms, rules in terms of export regulations, including for instance laws, norms and rules the Italy have issued to control export trades, and you therefore accept that the Product will not be delivered, transferred, or exported to any other country or used in any other way which is prohibited by law.


Applicable Law and Jurisdiction

    The Agreement herein is to be interpreted and ruled in accordance with Italian laws (except for norms related to legal conflicts) and only Italian courts have a jurisdictional right in solving any dispute or litigation deriving from the Agreement herein. The application of the United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded. Not asserting one’s rights by either party as granted by the Agreement herein does not represent a rejection by the party who can subsequently avail itself of the rights or actions in case of future defaults.


Third party software

    Should the Product include any software provided by third parties, this third party software will be provided “as is” and will be subject to the provisions and conditions indicated in the Agreements included in or attached to such Software. In case such Agreements should not be available, the third party software will be supplied “as is” without any warranty of whatever kind and the Agreement herein will be applied to such third party software suppliers as well as to third party software as if they were respectively OxySec and the Product.


Miscellanea

    The Agreement herein represents the complete Agreement related to the license and can be modified by either party only in writing. The acceptance of any purchase order you place is explicitly dependent on your prior acceptance of the terms indicated in the Agreement herein as well as OxySec’s acceptance of the scope and terms you might indicate in your purchase order.

    In case a provision of this Agreement should be deemed inapplicable, it will be modified only to the extent to make it applicable. Not asserting one’s rights by either party as granted by the Agreement herein, or not engaging into a legal action versus the other party in case of any Agreement violation, does not represent a rejection by that party who subsequently avail itself of the rights or actions in case of future violations.