This End User License Agreement (“EULA”) is a legal agreement between Cynomys srl (“Cynomys”) and the Licensee (individual or on behalf of an entity, “Licensee”).

“Hardware” means the applicable Cynomys product designed to collect data from the environment, soil or industrial systems and provide such data to the Cynomys software platform.

“Product” means certain products developed and owned by Cynomys, which may consist of both hardware and software (as defined in this EULA).

“Software” means computer software (regardless of the format or medium in which it is distributed) designed to run on Cynomys Products, printed materials and electronic documentation, each of which is owned or duly licensed by Cynomys. Software includes, but is not limited to, Cynomys software as a service platform and any embedded software that runs on Cynomys hardware, including sensors, gateways or third-party devices.

By installing or using Cynomys products, software or hardware, in any manner (including, but not limited to, use of the product where the software may be embedded in the hardware), you agree to be bound by the terms of this EULA. If you do not agree to or do not have the authority to accept this EULA, do not install or use Cynomys products in any way.

1.LICENSE GRANT

Limited License. Other than as set forth in this EULA, Cynomys grants to Licensee a limited, non-exclusive, non-transferable, revocable license to use the Cynomys hardware or software solely for Licensee’s use, without modification. This license is not for sale. Subject to the terms of this EULA, the Licensee may not rent, lease, loan, or distribute the products or any part thereof. This license applies to updates or supplements to the original solution, unless Cynomys provides other terms with the update or supplement.

2.RESERVATION OF PROPERTY RIGHTS

Licensee agrees that Cynomys owns all legal right, title and interest in and to the Product. Cynomys reserves all rights not expressly granted to Licensee in this EULA. Title and copyright in the Software remain with Cynomys or its third party licensors.

Cynomys informs the Licensee that the data processed and collected by the Products may be sold and/or disclosed to Third Parties on an anonymous basis.

Nothing in this EULA gives the Licensee the right to use any trade name, trademark, service mark, logo, domain name or other distinctive brand features of Cynomys. Licensee agrees not to remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Software or Hardware.

Licensee agrees that Cynomys may discontinue (permanently or temporarily) the provision of the Software (or any functionality within the Software) to end users at Cynomys’ sole discretion, without notice. Cynomys shall have no obligation to support the Software.

3.LIMITATION ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY.

Licensee may not reverse engineer, decompile, modify or disassemble any Cynomys product. The licensee may not attempt to copy the hardware or software or transfer it to other devices without the express written consent of Cynomys.

Cynomys products are patented and protected by intellectual property rights.

The DATA SIMs placed inside the Products supplied by Cynomys are and remain the property of Cynomys. Removal and misuse of DATA SIMs from the Products supplied will be prosecuted (including compensation for any damages) to the full extent of the law.

Licensee agrees not to export or re-export any part of the solution to any country, person or entity in violation of any applicable law or regulation. Licensee further agrees not to use the Solution for any purpose prohibited by law or regulation.

The licensee agrees not to use the device outside the European Economic Community unless otherwise agreed in writing with Cynomys.

4. DELIVERY, RISK OF LOSS, DELAYS.
   
   

Unless otherwise indicated on the quotation or invoice, the product shall be shipped from Cynomys’ facility in Ronco Scrivia (Italy).

The risk of loss shall pass to the customer upon delivery by the courier appointed by Cynomys.

Cynomys may indicate scheduled shipping or service dates for certain items in the order. Cynomys reserves the right to ship in advance of any date or time provided by Licensee for delivery and to deliver in instalments. Such dates are estimates only and may be subject to change by Cynomys without liability.

Cynomys shall have no liability for any direct, indirect, special, incidental or consequential damages due to failure to meet scheduled shipping dates for any reason.

Cynomys will not be liable for any damage or loss of the product after delivery.

The product is designed for long-term monitoring in a designated location without being moved. The Licensee is therefore responsible for any damage or malfunction resulting from moving the Product between different locations.

5. INSPECTION, ACCEPTANCE, RETURNS.
   
   

Customer will thoroughly inspect each shipment of products immediately upon receipt. All products will be deemed accepted fifteen (15) days after receipt, except for products for which Customer files a written complaint of non-conformity within that period.

All products subject to such a complaint will be deemed accepted fifteen (15) days after receipt of the conforming goods. No product may be returned to Cynomys unless previously authorized by Cynomys. All such returns will be subject to Cynomys’ current return policies and procedures.

6. LIMITED WARRANTY.
   
   

Cynomys guarantees that, for a period of one (1) year from the date of shipment, the solution will perform in accordance with applicable documentation.

FOR ANY DEFECTS DISCOVERED AFTER THE PERIOD OF ONE (1) YEAR, THERE IS NO WARRANTY OR CONDITION OF ANY KIND EXCEPT BY PURCHASE OF THE EXTENDED WARRANTY BY RECALIBRATION.

This warranty does not apply to products that have been damaged by lightning storms, water or power surges or that have been neglected, altered, misused, used for a purpose other than that for which they were manufactured, repaired by the Customer or third party without the written permission of Cynomys or used in any way not in accordance with Cynomys’ instructions. Any supplements or upgrades, including without limitation, any service packs or repairs provided to Licensee after the expiration of the one (1) year period are not covered by any implied or statutory warranties or conditions. Cynomys EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

During the limited warranty period described in Section 8, if the Product fails to function in accordance with the applicable documentation, Cynomys’ liability is limited to Hardware repair or Software replacement. The foregoing shall be void if the failure of the Product is the result of accident, abuse, misapplication or abnormal use. Any replacement will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. IN NO EVENT SHALL Cynomys BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, OR OTHER LOSSES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE PRODUCT.

7. REVERSE ENGINEERING
   
   

Licensee may not, directly or indirectly, modify the features or functionality of, copy or create derivative works using all or any part of, analyze or remove components from, decompile or otherwise reverse engineer or attempt to reverse engineer or derive source code, techniques, algorithms or processes of the Systems or Software or permit or encourage any third party to do so. If it is determined that a device is opened by breaking the seal, any warranty for that component will be terminated and Cynomys may terminate this EULA in its entirety and reserves the right to prosecute Licensee for infringement of intellectual property rights.

8. TERMINATION OF EULA.
   
   

Cynomys may terminate this EULA at any time if Licensee has breached any provision of this EULA, Cynomys is required to do so by law, or Cynomys decides to no longer supply the Product or any component thereof.

9. ASSIGNMENT AND DELEGATION.
   
   

The rights and duties or obligations granted or created under this EULA may not be assigned, transferred or delegated by Licensee without the prior written approval of Cynomys.

10. APPLICABLE LAW – PLACE OF JURISDICTION
    
    

For any dispute relating to the interpretation and execution of this Agreement, the Customer hereby accepts the territorial jurisdiction of the Judicial Authority of Genoa (ITALY).

11. ENTIRE AGREEMENT
    
    

This EULA is the entire agreement between the Licensee and Cynomys relating to the Hardware and Software and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. Cynomys may make changes to this EULA by posting such changes on its website at Cynomys.co.uk/eula. Licensee’s continued use of the software platform and hardware solutions will be deemed to be consent to the most recent terms available at Cynomys.co.uk/eula.

The licensee is obliged to make all communications relating to this EULA date certain.