ELECTROMAGNETIC SIMULATION FOR
POWER SYSTEMS, GROUNDING, INTERFERENCE AND LIGHTNING
1995 – 2023
(Release 10.3.1 - 06/23)
END USER LICENSE AGREEMENT
All Rights Reserved
This document, or parts thereof, may not be reproduced in any form, by any method, for any purpose without the written permission of SINT Srl.
The software described in this document is delivered under this “End User License Agreement”.
Via Cristoforo Colombo, 106
36061, Bassano del Grappa (VI) – Italy
Possession or use of the XGSLab software is authorized only pursuant to this “End User License Agreement” from SINT Srl. This means the use of the XGSLab software is allowed only to the “Licensee” (as below defined), and cannot be granted or transferred to other person or entity without written permission from SINT Srl.
Before using XGSLab please read licensing conditions include in the present document.
END USER LICENSE AGREEMENT
for the Release of Computer Software XGSLab™
PLEASE READ CAREFULLY THE TERMS OF THIS END USER LICENSE AGREEMENT.
If you agree to these terms, you hereby represent that (1) to the extent you accept you are not a Direct Competitor, and (2) if you agree to these terms behalf of an organization, you hereby represent to Licensor that you are authorized to accept these terms on its behalf. Contact SINT Srl at email@example.com with questions.
“You” or “Licensee” means the person or entity who is being licensed to use the Licensor software in association with the Software License (“Agreement”). “We” or “Licensor” means SINT Srl. The Agreement is effective as of the date of Licensee’s Purchase or Lease.
SINT Srl (“Licensor”) has developed and owns certain proprietary software for use in electromagnetic simulation for power systems, grounding, interference and lightning. You (“Licensee”) desire to obtain a license to use such software. Licensor desires to license such software to Licensee on the terms and conditions set forth in this Agreement.
Capitalized terms in this Agreement will have the following meanings:
1.1 Confidential Information means any material, data, or information in whatever form or media that is provided or disclosed by Licensor to Licensee, except for any information that is: (a) publicly available or later becomes available other than through a breach of this Agreement; (b) known to the receiving party or its employees, agents, or representatives prior to such disclosure; or (c) subsequently lawfully obtained by the receiving party or its employees, agents, or representatives from a third party without obligations of confidentiality. Confidential Information shall include, but is not limited to, the following categories of information whether disclosed orally or marked as confidential: Documentation, Software, Object Code, Source Code, Hardware or Software Protection Key, Deliverables.
1.2 Deliverable means the Hardware or Software Protection Key, Software, Documentation, and any other material delivered under this Agreement.
1.3 Direct Competitor means any owner, shareholder, employee, agent, consultant, or affiliate of any person or entity that offers or provides power systems software that is used by industries, institutions, and individuals to design, analyze, and monitor electrical power, grounding and lightning systems or to perform evaluations of electromagnetic interference and fields.
1.4 Documentation means collectively: (a) all of the written, printed, electronic, or other format materials published or otherwise made available by Licensor that relate to the functional, operational, and/or performance capabilities of the Software; and (b) all user, operator, system administration, technical, support, and other manuals and all other written, printed, electronic, or other format materials published or otherwise made available by Licensor that describe the functional, operational, and/or performance capabilities of Software. Documentation shall not include Source Code.
1.5 Protection Key if Hardware means the small security mechanism that fits inside a USB port, which is commonly referred to as a dongle, if Software means a program installed in a PC or Server used to limit the XGSLab usage in specific hardware within a permitted time limit.
1.6 Purchase and Lease mean the earlier of Licensee’s order or download of Deliverables from Licensor. Licensee’s method of payment and the timing of such payment will be established by Licensee and Licensor on the date of Purchase or Lease.
1.7 Object Code means the binary machine-readable version of the Software.
1.8 Software means the computer program referred to as XGSLab including all physical components, such as the XGSLab installation disc, device drivers, and utilities, and the Object Code contained in such components.
1.9 Source Code means computer software in the form of source statements for the Software including, without limitation, all software in the form of electronic and printed human-readable, mnemonic or English-like program listings, including descriptions of the design of such software including, without limitation, data definition models, indices, structure tables, system flow charts, program flow charts, defined terms, file layouts, program narratives, global documentation (including global variables) and program listings.
1.10 Technical Support means a reasonable amount of instructions on the use of the Software provided by Licensor to Licensee by means of telephone or email communication.
1.11 Use means the ability to run, execute, and display the Software in its Object Code form.
2. License Grant
2.1 Use Grant. Subject to the provisions of this Agreement as well as the payment of all applicable license fees for the term of such license, Licensor grants Licensee and Licensee accepts a limited, personal, nonexclusive, nontransferable, non-assignable Object Code license to Use the Software on: (a) for single user’s versions, on a single personal computer located on Licensee’s premises for exclusive use by Licensee’s personnel and to use the Protection Key and Documentation as necessary for Licensee’s Use of the Software, (b) for network versions, and so for Software products that allow Protection Key sharing, the license granted herein permits Use by a number of concurrent users (depending on the agreement) within (b1) on Licensee’s premises in case of Single Site Companies license, (b2) the country where the license has been sold and Protection Key is physically located or installed in case of Multi-Site Single Country Companies license and (b3) without geographic constraints in case of Multi-Site Global Companies license.
2.2 Ownership of Software. Legal title to the Deliverables shall remain in Licensor as its sole property subject only to Licensee’s use rights under this Agreement. All patents, copyrights, trademarks, trade secrets, and other proprietary rights in or related to the Software are and will remain the exclusive property of Licensor, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the Software is used or licensed. Nothing in this Agreement shall be deemed to limit any rights of Licensor under copyright, patent, trademark, trade secrets, or other law.
2.3 No Licenses of Intellectual Property. Except as explicitly provided in Section 2.1 of this Agreement, no license of any patents, copyrights, trademarks, trade secrets, or any other intellectual property rights, express or implied, are granted by Licensor to Licensee under this Agreement.
2.4 Reverse Engineering. Licensee shall not and shall not permit or enable any third party to translate, reverse engineer, decompile, recompile, alter, update, or modify all or any part of the Software or merge the Software into any other software. Licensee shall not and shall not permit any third party to disassemble, decompile, or alter the Protection Key.
2.5 Copies. Licensee may reproduce solely for Licensee’s own use the Documentation and Software delivered under this Agreement. Each such reproduction, complete or partial, shall bear the same restrictions as the original copies delivered by Licensor and shall include any proprietary notice or stamp that has been affixed by Licensor.
2.6 Designation Marks. Licensee shall not remove any designation mark from any materials supplied by Licensor that identifies such material as belonging to or developed by Licensor.
2.7 Proprietary Rights. Licensee agrees that the Deliverables provided by Licensor under this Agreement are proprietary to Licensor, constitute a valuable asset and trade secret of Licensor, and are provided for Licensee's use solely under the terms and conditions of this Agreement. Licensee acknowledges that the Software’s device library contains proprietary information about the Software’s methods of computation, and Licensee agrees that the Software’s device library and the data contained therein are proprietary and trade secrets of Licensor. Licensee agrees to take all steps necessary to protect and prevent disclosure of Licensor’s proprietary information and trade secrets, which includes the device library and the data contained therein. Licensee also agrees that data files created by Licensee using the Software contain information about the Software’s methods of computation and Source Code that are proprietary and trade secrets of the Licensor. Licensee agrees to take all steps necessary to protect and prevent disclosure of Licensor’s proprietary information and trade secrets of Licensor and shall not share data files created by Licensee using the Software with a third party without Licensor’s prior written consent.
2.8 Unauthorized Use. Licensee shall not allow any third party, including but not limited to vendors, independent contractors or other consultants contracting with Licensee, or any employee of Licensee who resides outside the country where the Protection Key resides (with the exception of Multi-Site Global Companies license), to have any access to or use of the Deliverables without Licensor’s prior written consent even if such access or use occurs on Licensee’s network. Licensee represents that it is not a Direct Competitor or agent of a direct competitor. Licensee understands and acknowledges that Direct Competitors or their agents, may not Use the Software, Protection Key, or Documentation, except with Licensor’s prior written consent. The software is available also for Research and Educational purpose. Research and Educational versions of the software cannot be used for consulting.
2.9 Confidentiality. Licensee acknowledges that this Agreement creates a confidential relationship between the parties and agrees to take all steps necessary to protect and prevent disclosure of Confidential Information to third parties. If Licensee becomes aware of any unauthorized use or disclosure of the Confidential Information, Licensee shall notify Licensor of all facts known to it concerning such unauthorized use or disclosure. Notwithstanding the above: (i) Licensee may disclose Licensor’s Confidential Information to Licensee’s employees and agents who have a need to know and have been made aware that his or her access to Licensor’s Confidential Information is subject to this Agreement; and (ii) Licensee may disclose Confidential Information if so required by law (including court order or subpoena), provided that Licensee shall provide written notice to Licensor of any such request or requirement so that Licensor may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement.
2.10 License Validation and Licensor Audit Right. The Software may from time to time prompt a validation feature of the software. Validation verifies that the Software has been activated and is properly licensed. Validation also permits Licensee to use certain features of the Software or to obtain additional benefits. Licensor also has the right to audit Licensee’s compliance with the Agreement. If requested by Licensor, Licensee will submit an annual certification regarding Licensee’s usage of the Software.
3.1 Commencement. In case of Purchase, the term of this Agreement shall commence upon the date of Purchase and terminates in ten years unless terminated by either party as provided herein. In case of Lease, the term of this Agreement shall commence upon the date of Lease and terminates at the end of the lease period.
3.2 Licensee’s Termination. In case of Purchase, Licensee may terminate this Agreement for any reason or no reason at the end of the Technical Support service period. In case of Lease, Licensee may terminate this Agreement at the end of the lease period. In both cases, Licensee may terminate this Agreement by providing written notice of such termination.
3.3 Licensor’s Termination. LICENSOR MAY TERMINATE THIS LICENSE IMMEDIATELY AT ANY TIME IF IN LICENSOR’S REASONABLE JUDGMENT, LICENSEE FAILS IN ANY RESPECT TO COMPLY WITH ANY TERM, CONDITION, OR OBLIGATION OF THIS AGREEMENT, BY PROVIDING WRITTEN NOTICE OF SUCH TERMINATION. Licensor may also terminate this license if insolvency or bankruptcy proceedings against the Licensee’s property are opened. In case of Purchase, the term of this Agreement terminates automatically with the expiration of the Technical Support service period if not renewed.
3.4 Effects of Termination. Upon termination of this Agreement, the license granted in Section 2.1 will terminate and Licensee will cease all Use of the Software and Deliverables. In case of Purchase, Licensee may use Software and Deliverables until the termination of this Agreement as indicated in Section 3.1. The following provisions will survive termination of this Agreement: (i) any obligation of Licensee to pay license fees accrued before termination, (ii) Sections 2.2, 2.4, 2.7, 2.8, 2.9, 4, 5, 6, 7.4, 7.5, and 7.8, and (iii) any other provision of this Agreement that must survive termination to fulfill its essential purpose.
4. Disclaimer of Warranties
4.1 Opportunity to Examine. Licensee acknowledges it has had such opportunity as Licensee has deemed necessary to examine the Deliverables and based upon that examination and investigation, has determined that the Deliverables are suitable for the purposes desired by the Licensee. Licensee is not relying upon any warranty or representation of Licensor or Licensor’s employees or agents as to any aspect of the Software, its application or performance.
4.2 Disclaimer. LICENSOR DISCLAIMS ALL WARRANTIES OF EVERY KIND AND NATURE WITH REGARD TO THE DELIVERABLES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE OR USE BY LICENSEE. Without in any way limiting the application of foregoing, Licensor specifically disclaims any express or implied warranty that (a) the functions contained in the Software will meet Licensee's requirements; and (b) that the operation of the Software will be uninterrupted or error free.
4.3 Assumption of Risk. Licensee acknowledges the entire risk as to the quality and performance of the Software and the interpretation of the data produced by the Software is with Licensee. Licensee acknowledges that it will assume all risks resulting from any and all modifications, alterations or changes in the Software. Licensee agrees that a registered professional engineer employed by the Licensee should be responsible for operating the Software and interpreting the data produced by the Software.
4.4 Errors and Bugs. Licensor undertakes to eliminate within a reasonable period any reproducible errors in the software reported to him by the Licensee, if the Licensor is responsible for such errors. The Licensee shall make available the system and the necessary operating personal to support the Licensor with the troubleshooting free of charge. Errors are classified as critical if they affect affects the calculation accuracy or non-critical, in the opposite case. The availability of a new patch without the error will be promptly reported on the XGSLab Start Page. If a critical error cannot eliminated in a short time, Licensor will notify all customers using a newsletter.
5. Disclaimer of Liability
LICENSOR SHALL NOT BE LIABLE FOR ANY (A) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM OR RELATED TO A BREACH OF THIS AGREEMENT OR ANY ORDER OR THE OPERATION OR USE OF THE SOFTWARE INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM LOSS OF DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST LICENSEE BY ANY THIRD PERSON, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY LICENSOR TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND LICENSOR’S REASONABLE CONTROL; OR (C) CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST LICENSOR MORE THAN TWO YEARS AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE.
6. Limitations on Liability
LICENSEE ACKNOWLEDGES AND AGREES THAT LICENSOR’S MAXIMUM LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE CLAIM OR THE FORM OF ACTION OR SUIT, WHETHER IN CONTRACT, NEGLIGENCE, TORT, WARRANTY, UNDER STATUTE, OR OTHERWISE, SHALL BE LIMITED TO THE CORRECTION OR REPLACEMENT COSTS, OR THE AMOUNT OF THE LICENSE FEE PAID BY LICENSEE TO LICENSOR, WHICHEVER IS LESS. LICENSEE AGREES TO INDEMNIFY OR OTHERWISE HOLD LICENSOR HARMLESS FROM ALL CLAIMS OF THIRD PARTIES THAT MAY ARISE FROM LICENSEE'S USE OF THE SOFTWARE UNDER THIS LICENSE. LICENSEE'S REMEDIES IN THIS SECTION ARE THE SOLE AND EXCLUSIVE MONETARY REMEDY AND SOLE AND EXCLUSIVE ALTERNATIVE REMEDY FOR LICENSEE. WHITH THE PURCHASE OR LEASE, LICENSEE SPECIFICALLY ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS ON LIABILITIES SET FORTH IN THIS SECTION ARE CRITICAL AS INDUCEMENTS TO LICENSOR TO GRANT THE LICENSE TO LICENSEE ON THE TERMS, FOR THE CONSIDERATION AND ON THE CONDITIONS HEREIN SET FORTH. No implication should be drawn by virtue of the above limitation of Licensor’s liability in any action brought on a warranty claim that would otherwise affect Licensor’s complete disclaimer of all warranties as provided in Section 4. The liability period terminates according to the terms in Section 3.
7. General Provisions
7.1 Training. Instructions on use of the Software are included in the Documentation. Licensee site training in the use of is the Software is not part of this Agreement. Such training will be available upon request at Licensor’s standard training rates.
7.2 Technical Support. Licensor agrees to provide Technical Support for the Software for a period of one year from the date of Purchase or however until the expiration of the Lease period. After one year and in any case at the expiration of the lease period, Licensee must enter a maintenance contract to continue Technical Support. If Licensee continues under a maintenance contract, Licensor will also provide Licensee with access to all program updates, device library updates, and all new version releases. Technical Support services includes regular engineering applications support provided by specialized engineer and programmers (via email) and the access to the customers area at our website www.xgslab.com for updates and other useful documents. Support requests are normally processed within 48 hours. Support is not available on Saturday and Sunday and during local National holydays. Moreover, Support will be limited during the Christmas period and the two central weeks of August due to Summer holydays.
7.3 Prohibition on Assignment. Licensee may not assign or transfer its interests, rights, or obligations under this Agreement by written agreement, merger, consolidation, operation of law, or otherwise, without the prior written consent of an authorized executive officer of Licensor. Any attempt to assign this Agreement by Licensee shall be null and void. Furthermore, for the purposes of this Agreement the acquisition of an equity interest in Licensee of greater than 25 percent by any third party shall be considered an “assignment.”
7.4 Remedies. Upon Licensee’s breach of this Agreement, Licensor shall be entitled to any of the following rights and remedies: (a) right to terminate the Agreement, as specified under Section 3.3, (b) right to seek to recover damages from Licensee, and (c) right to exercise a self-help remedy, by disabling Software. Licensee agrees that Licensee’s breach of Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, or 2.10 might cause Licensor irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Licensor will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
7.5 Governing Law and Venue. The validity, construction, interpretation, and performance of this Agreement shall be governed by and construed in accordance with the Italian laws, without giving effect to any conflict-of-law principle that would result in the laws of any other jurisdiction governing this Agreement. Any dispute, controversy or claim arising out of or in connection with this Agreement or the breach, termination, or alleged invalidity thereof, shall be finally settled by arbitration administered by the court of Padua or Milan (Italy). The parties hereby (a) submit to the exclusive Italian jurisdiction for the purpose of any action arising out of or relating to this Agreement brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement may not be enforced in or by any of the above-named courts.
7.6 Waiver. No waiver of breach or failure to exercise any option, right, or privilege under the terms of this Agreement or any order on any occasion or occasions shall be construed to be a waiver of the same or any other option, right, or privilege on any other occasion.
7.7 Good Faith and Fair Dealing. Each party agrees that, in its respective dealings with the other party under or in connection with this Agreement, it shall act in good faith.
7.8 Legal Fees. In the event of litigation relating to the enforcement of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees from the non-prevailing party.
7.9 Notices. All notices, demands, or other communications herein provided to be given or that may be given by Licensee to Licensor shall be deemed to have been duly given when made in writing and delivered in person, or upon receipt, postage prepaid, certified mail, return receipt requested, to SINT Srl, Via C. Colombo 106, 36061 Bassano del Grappa (VI), Italy. All notices, demands, or other communications herein provided to be given or that may be given by Licensor to Licensee shall be deemed to have been duly given when made in writing and delivered in person, or upon receipt, postage prepaid, certified mail, return receipt requested, to the authorized representative designated in Licensee’s registration with Licensor, whether provided by phone, fax, email, or electronic submission on Licensor’s website.
7.10 Severability. If any of the provisions of this Agreement shall be invalid, illegal, or unenforceable under the laws of the jurisdiction where enforcement is sought, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of Licensor and Licensee shall be construed and enforced accordingly.
7.11 Counterparts; Electronic Delivery. This Agreement may be executed and delivered in several counterparts, each of which shall be deemed an original but all of which when taken together shall constitute one and the same Agreement. This Agreement may be delivered via electronic means, including without limitation electronic mail or facsimile. The parties agree that no electronic record or signature shall be challenged or denied legal effect or enforceability because it is in electronic form. It is the express intent of the Parties hereto that if any applicable law requires a record or signature to be in writing, then an electronic signature or record shall satisfy that law.
7.12 Amendment. Licensor may amend this Agreement from time to time by sending a new version to Licensee. Such amendment will become effective 30 days after such notice (unless Licensee first terminates this Agreement pursuant to Section 3.2). Licensee’s continued use of the Deliverables after such 30-day notice period will confirm Licensee’s consent to such amendment.
7.13 Construction. The parties agree that this Agreement will not be construed in favor of or against either party by reason of authorship.
7.14 Only Agreement. This Agreement is the sole and entire agreement between the parties with respect to the subject matter of this Agreement. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind as conditions or inducements to the execution of this Agreement or in effect between the parties. This Agreement expresses the full and final agreement of the parties and incorporates and supersedes all prior and contemporaneous negotiations and agreements. All exhibits to this Agreement and the above recitals are incorporated by this reference.
8.1 Taxation. All taxes and dues which become payable in the country of Licensee in connection with the conclusion or the implementation of the software licensing contract are to be borne by the Licensee. As far as payments to be made by the Licensee are subject to a double taxation agreement, special arrangements shall be made regarding the payment of taxes and fees in the country of Licensee. Value-added tax, if payable, shall be paid by the Licensee in addition to the contractual payments, unless agreed otherwise.
8.2 Changes and Addenda. Any changes and addenda to the Software Licensing Agreement must be set forth in writing.
8.3 Hardware Protection Key Loss of Theft. In both case of loss of theft of the Hardware Protection Key, the Licensee will provide to the Licensor a theft report issues from the local Police Office. If the Technical Support service period of the license is not expired, the Licensor will send a new Protection Key. The cost of the new Protection Key and the shipping expenses will be paid by the Licensee.
8.4 Hardware Changing with Software Protection Key. The reprogramming of the Software Protection Key in case of changing of the reference hardware (PC or Server) will be paid by the Licensee.
8.5 Connection to Remote Server. XGSLab may establish connections with a remote server managed by the Licensor. These connections are used to provide additional functionality, such as verifying the validity of the license and checking for new updates. However, this connection is not essential for the operation of the software. By accepting the terms of this agreement, the user acknowledges and agrees that XGSLab may transmit data to the remote server for license control, collection of diagnostic information, and product improvements.
8.6 Login and Logout Tracking. XGSLab tracks user login and logout events for administrative and security purposes. By using XGSLab, the user consents to the recording and transmission of login and logout data to our remote server. The data includes login credentials, timestamps, and IP addresses. This information is used to monitor software usage, ensure licensing compliance, and enhance security. Users are responsible for maintaining the confidentiality of their login credentials.
8.7 Privacy. We prioritize User privacy and want to provide transparency regarding data collection. This software solely collects data as indicated in previous point. We do not share or sell login data to any third parties.
8.8 Cybersecurity. The software XGSLab is regularly checked with a professional anti-virus (AVG). This does not guarantee that other, especially less popular anti-viruses cannot detect viruses or malware. In this case the Licensee should ask the manufacturer of his anti-virus to remove the virus or malware reported from their checklist.
Bassano del Grappa, June 2023