# **Owner of UWP platform and related Services** Carlo Gavazzi Controls SPA - single shareholder** Viale Lunigiana, 46 20125 Milan, Italy Subjected to direction and coordination of the holding company Carlo Gavazzi Holding Ag VAT Number: 10319150156 Paid up share capital: 916.000 Eur i.v. Chamber of Commerce of Milan ## Introduction ### Object of this document This document is a legal agreement between you, the User, and the entity providing UWP. It governs your use of the online properties and, in any case, the use of the services provided. ### Definitions - "Legal agreement" means that the terms of this agreement are binding on the relationship between you and us once you have accepted the terms. - "User", "you", "your" and similar terms, either in singular or plural form, refer to you, the User. - "Carlo Gavazzi Controls SPA", "we", "our", "us", "Owner" and similar terms refer to the corporation that owns and manages UWP as outlined in the present document. - "UWP" refers to the current hardware and/or firmware and/or software. - "Agreement" refers to this document, as amended from time to time. The Agreement is concluded in the English language. ### Acceptance of this Agreement In order to use UWP, you must read this Agreement carefully and agree to accept the same by clicking the button for its acceptance. If you don't accept this Agreement you cannot use UWP. ## Information about UWP UWP is a solution embedding hardware, firmware, software components which allow user to monitor and control meters, sensors, actuators connected to the compatible fieldbuses; UWP interacts with users by means of PC software and/or embedded Web-Server tools. UWP can exchange data with other systems via local intranet and/or Internet by means of the communication protocols embedded into UWP. *Software support and updates for the UWP software will remain available for a period of time of 2 years after the End of Life of the product.* *End-of-Life determinations will be made on the product at Carlo Gavazzi's sole discretion with reasonable notice to customers*. ### Use of UWP 1\. Intellectual Property Ownership. Carlo Gavazzi Controls SpA owns all intellectual property rights in the Product sold. You will not install, copy, or use the Product in any manner not expressly permitted above. All rights not expressly granted under this agreement are reserved by Carlo Gavazzi Controls SpA. 2\. Software and Firmware Updates. Carlo Gavazzi Controls Spa provides software and or firmware updates with the purpose of adding new functions and or improve the product and/or enhance UWP's IT security. By using an Update, you hereby voluntarily terminate your right to use any previous version of the Software and/or Firmware. Carlo Gavazzi may deliver Updates to you on different terms. The Product may, without additional notice, automatically connect to the Internet (intermittently or on a regular basis) to check for Updates that are available for download to UWP's hardware and/or software components and to let Carlo Gavazzi know the results of installation attempts. 3\. Automatic Connections to the Internet. The Product may automatically connect to the Internet in order to: - provide a way to our customer's support service people to locate and connect to UWP on the Internet in case of a user support request (VPN connection). The user can disable the VPN feature but, in this case, it may be impossible to the Carlo Gavazzi personnel to provide remote support, and the user is aware that Carlo Gavazzi may require to ship the UWP system to Carlo Gavazzi's facilities for completing the relevant tasks. - find any Software/Firmware updates ready to be downloaded When the Product automatically connects to the Internet, an Internet address that is associated with your current Internet connection is sent to a Carlo Gavazzi website; and when the Software automatically connects to the Internet, no personally identifiable information nor information related to the user's installation is sent except the necessary information for the Carlo Gavazzi Support and Download services. Carlo Gavazzi takes reasonable security measures to protect against the loss, misuse and alteration of data under its control. Nevertheless, it is Your responsibility to comply with the Data Protection Rules and to keep Personal Data uploaded in or transmitted to the Service confidential. It is also responsibility of the user to preserve information and personal data by setting up a data redundancy procedure. According to the setup, this system can also communicate via the Internet. Internet traffic may lead to unexpected expenses if the landline or mobile connection contract does not meet Your needs. It is Your responsibility to agree with your Internet Service Provider upon the contract that best meets Your needs. ### CYBERSECURITY Carlo Gavazzi is committed to provide a cybersecurity profile of UWP in line with the cybersecurity best practices. Nonetheless, cybersecurity is a process and not a product: the user has to avoid any practice that could compromise the UWP cybersecurity and of any system that interacts with UWP. Should you need to report any cybersecurity feedback about UWP, please contact our team via email: cybersecurity.cgc\@gavazziacbu.it ### Services provided by third parties Users may use third-party services or content included in UWP, but they must be aware of these third parties\' terms and conditions and have given consent to them. Under no circumstances will the Owner be deemed liable in relation to the proper functionality or availability, or both, of third-party services. ### Forbidden use The Service shall be used only in accordance with these Terms. Users may not: - reverse engineer, decompile, disassemble, modify or create derivative works based on UWP or any portion of it; - circumvent any technology used by UWP or its licensors to protect content accessible via it; - copy, store, edit, change, prepare any derivative work of or alter in any way any of the content provided through UWP; - use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of UWP or its content; - rent, lease or sublicense UWP; - defame, abuse, harass, use threatening practices, threaten or violate the legal rights of others in any other way (such as rights of privacy and publicity); - disseminate or publish content that is unlawful, obscene, illegitimate, defamatory or inappropriate; - misappropriate any account in use by another User; - register or use the Service in order to approach the Users to promote, sell or advertise products or services of any kind through UWP in any way; - use UWP in any other improper manner that violates the Terms. ### Disclaimer of warranties The Owner provides the Product strictly on an "as is" basis. To the maximum extent permitted by applicable law, the Owner expressly disclaims all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights. The Owner makes no warranties or representations as to the accuracy or completeness of any "content" and assumes no liability or responsibility for any: - errors, omissions or inaccuracies in any "content"; - personal injury or property damage of any nature whatsoever resulting from your access to and use of the UWP; - any unauthorized access to or use of our systems and/or information accessible through such systems; - any interruption of the Services; - any viruses, trojan horses, bugs, malware or the like in or transferred through the Services or through the actions of any third party; - any access to your PC, Intranet, mobile phone and/or information available through such access; and/or - any loss or damage of any kind incurred as a result of the use of the UWP. The Owner does not endorse, warrant, guarantee, or assume responsibility for any event, product or service available through UWP or any website or application accessible through UWP. No action from or on behalf of the Owner or any other source shall create any warranty not expressly stated in this Agreement. Some jurisdictions do not allow the exclusion of warranties, therefore the above exclusions may not apply to you. ### Limitations of liability UWP and all functions accessible through UWP are made available to the Users under the terms and conditions of the Agreement, without any warranty, express or implied, that is not required by law. In particular, there is no guarantee of suitability of the services offered for the User\'s specific goals. UWP and functions accessible through UWP are used by the Users at their own risk and under their own responsibility. In particular, the Owner, within the limits of applicable law, is liable for contractual and non-contractual damages to Users or third parties only by way of intent or gross negligence, when these are immediate and direct consequences of the activity of UWP. Therefore, the Owner shall not be liable for: - any losses that are not a direct consequence of the breach of the Agreement by the Owner; - any loss of business opportunities and any other loss, even indirect, that may be incurred by the User (such as, but not limited to, trading losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, *etc*.); - damages or losses resulting from interruptions or malfunctions of UWP due to acts of force majeure, or at least to unforeseen and unforeseeable events and, in any case, independent of the will and extraneous to the Owner\'s control, such as, by way of example but not limited to, failures or disruptions of telephone or electrical lines, the Internet and / or other means of transmission, unavailability of websites, strikes, natural disasters, viruses and cyber-attacks, interruptions in the delivery of products, third-party services or applications; and - incorrect or unsuitable use of UWP by Users or third parties. ### Indemnity The User agrees to indemnify and hold the Owner and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners and employees, as the case may be, harmless from and against any claim or demand, including without limitation, reasonable lawyer\'s fees and costs, made by any third party due to or arising out of the User's content, use of or connection to UWP, violation of these Terms, or violation of any third-party rights. ## Miscellaneous Terms ### Software/Firmware reselling Users are not allowed to reproduce, duplicate, copy, sell, resell or exploit any portion of UWP's Software and or Firmware without the Owner's express prior written permission, granted either directly or through a proper reselling program. ### Intellectual property rights All trademarks, nominal or figurative, and all other marks, trade names, service marks, word marks, illustrations, images, or logos that appear concerning UWP are, and remain, the exclusive property of the Owner or its licensors and are protected by the laws in force on trademarks and by related international treaties. All trademarks and all other marks, trade names, service marks, word marks, trademarks, illustrations, images, logos regarding third parties and content posted by such third parties on UWP are and remain the exclusive property of such third parties and their licensors and are protected by applicable trademark laws and relevant international treaties. The Owner does not own the aforementioned intellectual property rights and may use them only within the limits and in accordance with the contracts concluded with such third parties and for the purposes outlined herein. ### Age eligibility Users declare themselves to be adult according to their applicable legislation. Under no circumstance may persons under the age of 18 use UWP. ### Changes to these Terms The Owner reserves the right to modify these Terms at any time, informing Users by publishing a notice within UWP. Users who continue to use UWP after the publication of the changes accept the new Terms in their entirety. ### Assignment of contract The Owner reserves the right to transfer, assign, dispose of by novation or subcontract all or any rights or obligations under these Terms, as long as the User\'s rights under the Terms are not affected. Users may not assign or transfer their rights or obligations under these Terms in any way without the written permission of the Owner. ### Severability If any provision of these Terms is invalid or unenforceable, that clause will be removed and the remaining provisions shall not be affected and they will remain in force. ### Authoritative version of these legal documents These Terms have been written and reviewed in the Italian language. Any translations into any language other than Italian are to be considered mere translations. In case of any discrepancy or inconsistency, the Italian language text shall prevail in any event. ### Governing law and jurisdiction These Terms and any dispute concerning the implementation, interpretation and validity of this agreement are subject to the law of the state and to the exclusive jurisdiction of the courts where the Owner has their registered offices. An exception to this rule applies in cases, where the law provides a sole place of jurisdiction for consumers. ### © Copyright All rights are reserved. Text, images and graphics, as well as their arrangement on the website are subject to the protection of the copyright act and other protection acts. The content of this website may not be copied, distributed, modified or made available to third parties for commercial purposes without obtaining specific permission from ### FINAL DISPOSITIONS User is aware of all expressed in the "Disclaimer of warranties" paragraph and accepts its content, also in accordance with the provisions of Articles 1341 and 1342 of the Italian Civil Code.