EULA

END USER LICENSE AGREEMENT (EULA) - SOFTWARE AS A SERVICE (SaaS)

BETWEEN
Morgan Dynamics Srl
A wholly owned subsidiary of Morgan Tecnica Spa, having its registered office at Via San Pancrazio, 11B, 25030 Adro (BS), Italy
(hereinafter referred to as the “Provider”).

AND
The Subscriber
which may be a company, a sole proprietorship, or any other legal entity established anywhere in the world
(hereinafter referred to as the “Subscriber”).

( Note: SchoolBox is not included in this SaaS offering and is available for academic institutions and their actively enrolled students only. For more information, please contact info@morgan-dynamics.com. )

WHEREAS:
The Provider is the sole owner of the 2D CAD software suite packages (hereinafter, the “Software”) and intends to grant usage rights under a subscription-based SaaS model, pursuant to the Terms and Conditions set forth in the relevant section of this website ( Terms and Conditions ), which are only partially reproduced below.
The Subscriber has expressed their intention to enter into this Agreement,
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. PURPOSE OF THE AGREEMENT
1.1 This Agreement governs the use of the 2D CAD software suite (hereinafter, the “Software”) provided under a SaaS subscription model, establishing permissions and restrictions applicable to the Subscriber, together with the provisions set forth in the specific section Terms and Conditions of this website. ( Terms and Conditions )
1.2 The Software is provided exclusively through online subscription via the Provider’s website.
1.3 the subscription of this agreement for the use of the Software implies that the Subscriber has verified, and accepted its compatibility and suitability for their needs, including, by means of a free trial (see Article 6) or by deeming it unnecessary.

2. LICENSE AND INTELLECTUAL PROPERTY
2.1 The Software and all its components are the exclusive property of the Provider. The license granted is non-exclusive, non-transferable, and valid only for the duration of the subscription.
2.2 It is strictly prohibited to copy, distribute, resell, decompile, reverse engineer, or modify any part of the Software.

3. SUBSCRIPTION, PRICES, AND PAYMENTS
3.1 Subscription to the service is available exclusively online, through the Provider’s website. Prices are listed in Euro (€) or US Dollars ($), as published by the Provider. By registering, the Subscriber acknowledges and accepts the applicable pricing. The exchange rate applied is determined by the Provider.
3.2 Payment is made via credit card with automatic monthly billing. Prices may be subject to annual adjustments based on inflation and market conditions.

4. EXCLUDED SERVICES
4.1 Software training is not included in the subscription and may be purchased separately through Morgan Tecnica Spa or its authorized distributors. For information regarding the purchase of training services, please contact cadsupport@morgantecnica.com

5. SOFTWARE ACTIVATION AND USAGE
5.1 Upon subscription, the Subscriber will receive a hardware license dongle by mail and installation credentials via email.
5.2 To activate the Software, the Subscriber must contact technical support (support@morgan-dynamics.com) to receive, by email, the activation file, which will be valid until the next scheduled payment date.
5.3 For software packages that include automatic nesting services, a second specific dongle is required and is included in the subscription fee.

6. FREE TRIAL
6.1 The Subscriber may request a 30-day free trial of the Software by contacting a local distributor or by sending a request to info@morgan-dynamics.com.
6.2 A security deposit is required to cover the cost of the dongle and shipping. If the Subscriber does not subscribe to the service within 30 days from the end of the trial period or fails to follow the instructions for returning the dongle, the security deposit shall be retained, in whole or in part, by the Supplier as compensation. Otherwise, the security deposit shall be deducted from the monthly fee or fully refunded.

7. UPDATES, RENEWAL, AND BREACHES
7.1 The subscription includes access to Software updates and online technical support (up to 3 hours per month; support sessions are calculated in increments of 15 minutes). Technical support does not cover training-related questions.
7.2 Upon the successful payment of each monthly subscription fee, the Customer will receive a new activation code by email for the renewal of the service, valid until the next payment’s due date.
7.3 In case of non-payment, the service will be suspended until all pending payments are set.

8. DONGLE: LOSS, THEFT, OR DAMAGE
8.1 In the event of loss, theft, or damage of the dongle, the Subscriber must purchase a replacement dongle by contacting technical support at support@morgan-dynamics.com.

9. TERM, RENEWAL, AND TERMINATION
9.1 The Agreement has a minimum term of one year and a maximum term of three years. The Agreement will be automatically renewed for the same duration, unless terminated by the Subscriber within the terms set forth herein.
9.2 Termination requests must be communicated via email at least 60 days’ notice prior to the Agreement annual renewal date to info@morgan-dynamics.com.
9.3 By confirming the minimum annual duration of this agreement, the right of free withdrawal is excluded. Should the Subscriber wish to terminate the agreement early, they shall be unconditionally required to pay the full amount agreed for the subscribed period.

10. LIMITATIONS AND WARRANTIES
10.1 The Software is provided “as is”, and the Subscriber acknowledges that it conforms to the technical specifications and declared features. Any anomalies or bugs should be promptly reported to the Provider to support continuous improvement.
10.2 The Provider shall not be held liable for any direct, indirect, or consequential damage arising from the use of the Software, including but not limited to, loss of data or business interruption. The only remedy available to the Subscriber, in the event of a serious malfunction or defect in the Software, which has been clearly established in an assessment between the parties and for which the Provider is responsible, is the right to early termination of the contract with full refund, as it is better specified in the Terms and Conditions section of this website ( Terms and Conditions ).

11. SUBSCRIBER’S RESPONSIBILITIES
11.1 The Software runs locally on the Subscriber’s PC without requiring a continuous Internet connection. However, connectivity is recommended to access updates, remote support services, and the AI virtual assistant included in the subscription.
11.2 The Subscriber is solely responsible for the security and backup of their data. The Provider shall not be held liable for any data loss, breach, or corruption arising from the use of the Software.

12. PRIVACY AND DATA PROCESSING
12.1 The Subscriber’s personal data shall be processed in accordance with applicable data protection laws and the Provider’s privacy policy ( Privacy Policy ), which is available on the Provider’s website.
12.2 The Subscriber authorizes Morgan Dynamics Srl and Morgan Tecnica Spa to use their name and logo solely for advertising and marketing purposes, in compliance with the applicable laws and regulations on image use and intellectual property.

13. FINAL PROVISIONS
13.1 Any amendments or additions to this Agreement must be made in writing and mutually agreed to by the Parties.
13.2 This Agreement shall be governed by and construed in accordance with the laws of Italy. Any disputes shall be subject to the exclusive jurisdiction of the Court of Brescia or, in the case of a derogation by Article 4 of Legislative Decree no. 168/2003 as renamed by Article 10 of Legislative Decree No. 145/2013, with the Court of Milan and the Italian law shall apply.
13.3 Additional clauses, including any disclaimers and special conditions, will be made available on the Provider’s website.

14. ACCEPTANCE OF THE AGREEMENT
Access to and use of the Software implies full acceptance of all the terms and conditions contained in this Agreement, which the Subscriber declares to have read and accepted.

15. DATE AND PLACE
This Agreement is deemed concluded upon receipt by Morgan Dynamics Srl, at its registered office in Adro, of the Subscriber’s digital acceptance of the Terms and Conditions set forth herein.
Acceptance of the Agreement
By signing this agreement (including through digital acceptance on the Supplier's website), the Subscriber declares that they have read, understood, and fully accepted all the terms contained herein.
This document represents the entire agreement between the parties regarding the use of the Software and supersedes any prior understanding, whether oral or written, relating to the subject matter of this agreement.

( MANDATORY ACCEPTANCE TO PROCEED WITH THE ORDER )

In any case, the following clauses are also separately signed:

At the Art. 1, the clause 1.3 (the subscription of this agreement for the use of the Software implies that the Subscriber has verified, and accepted its compatibility and suitability for their needs)

At the Art. 9, the clauses 9.1 (The Agreement has a minimum duration of one year and it renews it automatically); 9.2 (Automatic renewal is confirmed unless written request of termination by the Subscriber at least 60 days prior to the Agreement expiring date); 9.3 (The right of free withdrawal is excluded. Early termination shall result in the payment of the full amount agreed for the subscription period)
At the Art. 10, the clauses 10.1 (The Subscriber acknowledges that it conforms to the technical specifications and declared features); 10.2 (The Provider shall not be held liable for any direct, indirect, or consequential damage arising from the use of the Software, with the only right for the Subscriber, in the event of a serious malfunction or defect in the Software, which has been clearly established in an assessment between the parties, to request an early termination of the contract with full refund)
At the Art. 11, the clause 11.2 (The Provider shall not be held liable for any data loss, breach, or corruption arising from the use of the Software)
At the Art. 12, the clause 12.2 (Authorization to use the Subscriber’s name and logo
At the Art. 13, the clause 13.2 (Competent law is Italian with exclusive jurisdiction of the Court of Brescia)

( MANDATORY ACCEPTANCE TO PROCEED WITH THE ORDER )