Preface / End-User License Agreement

Preface

MillBox is a dental Computer-Aided Manufacturing (CAM) application that offers flexibility for customization and integration with various systems in the dental market. You can customize it at a prompt level or use ad-hoc strategies for specific machines. If necessary, CIMsystem can design tailor-made CAM packages and interfaces upon request.

A key feature of MillBox Dental CAM is its emphasis on optimizing and minimizing mill cycle times, aiming for the efficient production of top-quality dental restorations like crowns, copings, and bridges with a quick turnaround. The software is user-friendly, designed for a minimal learning curve. It follows a logical sequence in the User Interface (UI) with straightforward commands. A step-by-step guided workflow is integrated, providing clear guidance to users throughout the nesting process.

MillBox's open architecture provides users with the ability to customize and upgrade the system according to their specific requirements. Whether it's through regular yearly updates or the addition of extra machines managed through a unified interface.

Note: The software undergoes continuous improvement and upgrades with the introduction of new features. This manual may not always reflect the latest functions of MillBox/SUM3D Dental. For the most current information, including access to updated documentation, visit www.millbox.com.

END USER LICENSE AGREEMENT 

(Updated in 2022)

This END-USER LICENSE AGREEMENT AND TERMS OF SERVICE (the “AGREEMENT”) related to the software in object (the “SOFTWARE PRODUCT”)     

Between 

1. The user of the supplied software hereinafter referred to as “Customer”, “you” or “your”, whose definition includes any legal entity associated with you in anyway that obtained or uses the Software Product and on whose behalf it is used as well as but not limited to any of your employees, members, officers, owners, representatives, consultants, or agents who have been supplied user identifications and passwords by the Customer or at Customer’s request; 

and 

2. The owner of the software license LAB S.r.l. - Via Monfalcone, 3 - I-20092 Cinisello Balsamo (MI) Italy - VAT IT11107810159 hereinafter referred to as “LAB” “we,” “our,” or “us” and licensor of the Software Product together with any subsidiary or affiliated company including without limitation Cimsystem s.r.l. 

Please read these terms and conditions carefully before downloading, installing and using the Software Product. If you do not wish to be bound by this Agreement, then you should immediately return the Software Product in its original packaging together with its content, including the hardware/software lock, to the company or person where the license has been purchased. In case you downloaded the Software Product from Internet, it must be promptly deleted in its entirety if you don’t agree to be legally bound by this Agreement. Installation and/or use of this Software Product implies the acceptance of this Agreement by the Customer. 

In consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 

1. LICENSE GRANT 

1.1 Right to use the Software: Subject to the terms and conditions of this Agreement, we grant the Customer a non-exclusive, non-transferable right to use the Software Product solely for Customer’s own internal business operations. In this Agreement, to be a licensee and use the software means the right to install and access the Software Product in one computer only and to create a backup copy of the Software Product and of its archives for the authorized use. The Customer is responsible for choosing the Software Product and verifying its fitness with individual requirements. 

1.2 General restrictions: Customer may not, and may not cause or allow any third party to: 

(a) decompile, disassemble or reverse-engineer the Software Product, or create or recreate or interfere with the source code or do any act or thing or omit to do any act or thing which might have an adverse effect on the Software Product, its operation or any aspect of it, including to store, distribute or transmit any virus, worms, trojan horses, and other similar things or devices, or to use the Software Product in any way which is harmful, threatening, defamatory, or is otherwise illegal or causes damage to any person or property; 

(b) remove, erase, obscure or tamper with any copyright or any other product identification or proprietary rights notices, seal or instructional label printed or stamped on, affixed to, or encoded or recorded in or on any Software Product or documentation related thereto (“Documentation”); 

(c) sell, market, license, sublicense, distribute or otherwise grant to any person or entity any right to use the Software Product except as expressly permitted in this Agreement or unless entering into a separate OEM or distribution Agreement with LAB or its affiliates (being understood that OEM means sale of the Software Product as either a bundled add-on to, or embedded component of, a machine or another application whereby the Customer is the manufacturer or the final user of the machine as the case may be); 

(d) modify, adapt, tamper with, translate, reproduce, circulate the Documentation or create derivative works of the Software Product; or refer to or otherwise use the Software Product as part of any effort to develop software (including any routine, script, code, or program) having any functional attributes, visual expressions or other features similar to those of the Software Product to compete with us; 

(e) except with LAB’s prior written permission, publish any performance or benchmark tests or analysis relating to the Software Products; 

(f) attempt to do any of activities in Subsections (a) to (e); 

and we reserve the right, without liability or prejudice to its other rights, to disable the Customer’s access to the Software Product that breaches the provisions of this clause. 

1.3 Customer Responsibilities: Customer is responsible for all activity occurring under Customer’s user account and shall abide by all applicable local, state, national, and foreign, laws, treaties and regulations in connection with Customer’s use of the Software Product, including but not limited to those related to data privacy, international communications, and the transmission of technical or personal data. 

1.4 Notification of breach: Customer shall: (i) notify LAB in writing immediately of any unauthorized use of any password or account or any other known or suspected breach of any rights relating to the Software Product of which the Customer is or ought reasonably to be aware; (ii) report to LAB immediately and use reasonable efforts to stop any copying or distribution of the Software Product that is known or suspected by Customer; and (iii) not impersonate a LAB user or provide false identity information to gain access to or use the Software Product. 

1.5 Hardware/Software Lock: The Customer is responsible for keeping secure the hardware/software lock of the Software Product. Any eventual tampering or misuse of the hardware/software lock may result in immediate termination of Customer’s rights pursuant to this AGREEMENT. In this case LAB reserves the right to take appropriate action to reclaim the damage resulting from the above mentioned actions. In the event of malfunctioning of the protection device not attributable to Customer’s responsibility, LAB will replace or repair it in the shortest time possible, provided that the Software Product is under Maintenance & Support Services. In case of loss or theft, the Customer shall purchase a new license as per price list in force at that time. 

1.6 Data Collection: Customer also acknowledges that the use of the Software Product may require processing information about users and final clients. This can include information in or about the content that you provide (e.g. metadata), such as the location or the date a file was created. Our systems automatically process content and communications that you and others provide. In particular we collect information from and about the devices used (e.g. Identifiers: unique identifiers, device IDs and other identifiers; Data from device settings: information that you allow us to receive through device settings; Network and connections: information such as IP address). Eventually we may collect information how users access the services and any functionality of the Software Product they interact with, such as the types of files generated, the features used, the actions taken, the accounts interacted with and the time, frequency and duration of activities. 

1.7 Publicity: Customer agrees that LAB may reference Customer’s status as a user of the Software Product on websites, in marketing materials and in sales presentations. Customer can deny LAB this right at any time by submitting a written request to LAB general e-mail. Requests may take up to 30 calendar days to process. 

2. INTELLECTUAL PROPERTY RIGHTS 

2.1 Proprietary Software: Software Product, including but not limited to its object code and source code, whether or not provided to Customer (together with any Derivative Works as herein defined) is owned by LAB and it is protected by copyright, Italian intellectual property laws and international treaty provisions on property of software. This Agreement grants you no rights to get Software Product’s source code, neither to use its logical structure documentation. The Software Product is licensed, not sold, and the Customer does not acquire any title or ownership right on the Software Product under this Agreement. Th Software Product may include license protection mechanism that are designed to managed and protect the intellectual property rights of LAB and its affiliates. Customer must not modify or alter those features or try to defeat them, any such attempt resulting in the immediate termination of the license granted under this Agreement. 

2.2 Derivative Works: Customer acknowledges and agrees that all ideas, methods, algorithms, formulae, processes, data and concepts used in developing or incorporated into the Software Product, and all other improvements, revisions, corrections, bug-fixes, hot- fixes, patches, modifications, enhancements, releases, DATs, signature sets, upgrades, and policy and database updates and other updates or upgrades in, of, or to the Software Product, as applicable, all “Derivative Works” based on any of the foregoing, and all copies of the foregoing are trade secrets and proprietary property of LAB, have great commercial value to us and agrees to submit to injunction proceedings in the event of any breach by the Customer of our rights therein and in the Software Product. 

3. CONFIDENTIALITY 

Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party’s lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party, which independent development can be shown by written evidence. 

Subject to the subsequent paragraph, each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement. 

A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 8.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure. 

The Customer acknowledges that details of the Software Product and of the documentation related thereto are part of LAB’ Confidential Information. 

No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. The above provisions of this Clause shall survive termination of this agreement, however arising. 

4. DISCLAIMER OF WARRANTIES 

THE SOFTWARE AND ASSOCIATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND USE OF THE SOFTWARE AND SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. NEITHER LAB NOR ANYONE ASSOCIATED WITH LAB MAKE ANY REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SOFTWARE OR ANY ASSOCIATED SERVICES. LAB DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SOFTWARE OR ITS PROVISION OF ASSOCIATED SERVICES WILL BE SECURE, RELIABLE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (B) THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SOFTWARE WILL MEET ITS REQUIREMENTS OR EXPECTATIONS; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE SOFTWARE, SERVER(S), AND/OR OTHER HARDWARE THAT MAKE THE SOFTWARE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 

A CONSTANT STABLE HIGH-SPEED LOW LATENCY INTERNET CONNECTION IS REQUIRED FOR PROPER OPERATION OF THE SOFTWARE. YOU ARE RESPONSIBLE FOR PROCURING AND MAINTAINING THE NETWORK CONNECTIONS THAT CONNECT YOUR COMPUTERS AND NETWORK TO THE SOFTWARE. LAB’S SOFWARE AND OTHER SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. LAB IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 

LAB grants that the media on which the Software Product is supplied are free from defects in material or workmanship under normal use for a period of ninety (90) days from the date of receipt of the supply by the Customer. In case of defects, LAB’s entire liability shall be the replacement of the media if it is presented to LAB within the above-mentioned term along with the proof of purchase. This offer is void if the media defect results from accident, abuse, or misapplication. 

LAB grants the execution of the fundamental functions provided by the Software Product and the general conformity to the specifications published by LAB and contained in the original package. If the Software Product does not execute the fundamental functions or is not generally conform to the specifications published by LAB, the Customer may write to LAB to inform the company of a significant defect within ninety (90) days from the date of receipt of the Software Product. If LAB is unable to correct the defect within ninety (90) days from the date of receipt of the Customer’s statement, the latter has the right to withdraw from the License. 

The Customer is responsible of granting the perfect functionality of the computer and its systems (operating system, drivers, software and hardware for peripheral devices, etc.) and that all the components are compatible with the Software Product’s requirements. LAB remains at Customer’s disposal to provide instructions and suggestions regarding the configuration of the hardware and software recommended for the correct installation and use of the Software Product. As the Software Product is constantly being developed and revised, LAB shall not be liable if the licensed Software Product doesn’t fit its relevant documentation, which anyway will be kept as much as possible updated. 

5. LIMITATION OF LIABILITY 

LAB's liability arising out of or relating to the use of or inability to use the software or otherwise under or in connection with this Agreement is limited to the amount actually paid by You for the Software Product, regardless of the amount of damages you may incur and whether based on contract, tort (including negligence), strict liability or other legal theory. 

The foregoing limitation shall also be the absolute limit of LAB’s liability for negligence or defect in any customization, adaptation or modification of the Software Product pursuant to the Customer’s specific request as well as in case of OEM or resale, and LAB shall bear no risk of loss resulting therefrom. Customer is solely responsible for the design, selection and application of equipment, products, components and materials to be used with the Software Product. Seller takes no responsibility for the design, selection, application and use of equipments, products, components and materials purchased or fabricated by Customer. 

IN NO EVENT SHALL LAB OR ANYONE ASSOCIATED WITH LAB BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL OF SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT CUSTOMER’S COMPUTER OR OTHERWISE IMPAIR CLIENT DATA, OR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, GOODWILL, USE, OR OTHER ECONOMIC ADVANTAGE, WHETHER OR NOT FORSEEABLE), BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SOFTWARE OR OTHER SERVICES PROVIDED BY LAB, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SOFTWARE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SOFTWARE, ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL LAB (AS DEFINED ABOVE) BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SOFTWARE OR SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. 

6. DATA SECURITY & PRIVACY 

The Parties acknowledge and agree that the European Data Protection Legislation, including the GDPR (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data) will apply to the processing of Customer’s and its customers’ personal data if the same personal data pursuant to the legal definitions of the GDPR and relating to data subjects who are in the EU/EEA and the processing relates to the offering to them of licenses or services in the EU/EEA or the monitoring of their behaviour in the EU/EEA as well as when the processing is carried out in the context of the activities of an establishment of Customer in the territory of the EU/EEA (“Personal Data”).
By entering into this Agreement, the Customer (in its capacity of personal data controller) instructs LAB (in its capacity of personal data processor) to process whenever necessary at the sole discretion of LAB, Personal Data in order: (a) to identify the Customer and its technical and billing contacts; (b) to provide the license and related technical support; (c) to notify the Customer and its technical and billing contacts and/or users for any changes on the scope of services, Software update, upgrade, amendment, new releases, development, as well as any good practices, business benefits and positive results, resulting from the use of Software Product; (d) to notify the Customer and its technical and billing contacts for the expiration of the License and the necessity for its renewal so that the Customer shall be able to use the license in the future; and (e) to provide other services or obligations as documented in this Agreement, if any.
It is not LAB’s obligation to monitor personal data, entered or uploaded by Customer, its billing and technical contacts, to categorize or process it in any other way. It is the Customer’s responsibility entering the data, to provide and guarantee that the processing personal data activities, performed by Customer, its billing and technical contacts shall be compliant with the requirements of the European Data Protection Legislation.
Any further instructions of processing, given by the Customer to LAB that go beyond the instructions contained herein shall be considered within the subject matter of this Agreement and LAB act of processing shall be considered lawful and compliant with the GDPR and other applicable legislation. It shall be the Customer responsibility to guarantee the legality of any personal data processing of which the Customer has given instructions to LAB to perform.
Customer may enter third party personal data only with due authorization and GDPR complaint consent by such party. Customer is responsible for entering somebody else’s personal data without acquiring their preliminary due authorization and GDPR complaint consent. LAB does not control the content, entered by Customer, its billing and technical contacts. Customer is responsible that the processing activities relating to the personal data, as specified herein, are lawful, fair and transparent in relation to the data subjects concerned. In the event of a third-party claim or sanctions by a competent authority in respect of entering third party personal data in violation of GDPR by Customer, its billing and technical contacts, Customer shall compensate LAB for all sustained damages, including any compensations, administrative penalties and sanctions, reasonable lawyer fees, expenses, etc., regardless of any limitations of liability, which may be stipulated elsewhere in this EULA.
LAB will implement and maintain technical and organizational measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access. LAB may update or modify the technical and organizational measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Software Product. LAB will take appropriate steps to ensure compliance with the technical and organizational measures by its employees, contractors and Subprocessors to the extent applicable to their scope of performance, including ensuring that all persons authorized to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. Notwithstanding the above Customer is solely responsible for reviewing LAB technical and organizational measures and evaluating for itself whether the such measures and LAB’s commitments under this Agreement will meet Customer’s needs, including with respect to any security obligations of Customer under the European Data Protection Legislation, as applicable. Customer acknowledges and agrees that (taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of Personal Data as well as the risks to individuals) the technical and organizational implemented and maintained by LAB as set out in this EULA provide a level of security appropriate to the risk in respect of the Personal Data.
With this Agreement the Customer agrees that LAB may store all personal data for a period of five years after expiry of the license for the purposes of settling and finalizing all legal, financial and other issues and relations between the Parties. For accounting purposes some personal data may be stored for a period of ten years after expiry. Customer agrees that LAB may store and process Personal Data in the United States and any other country in which LAB or any of its Subprocessors maintains facilities. Transferring Personal Data shall be considered as a contractual right of LAB.
Customer also generally authorizes the engagement of any other third parties as Subprocessors. When engaging any Subprocessor, LAB will make its best efforts to ensure via a written contract or another suitable electronic form that: (i) the Subprocessor only accesses and uses Personal Data to the extent required to perform the obligations subcontracted to it, and does so in accordance with any Standard Contract Clauses entered into by Licensor; and (ii) if the GDPR applies to the processing of Personal Data, the data protection obligations set out in the GDPR, are imposed on the Subprocessor. Subprocessors remain fully liable for all obligations subcontracted to them and all acts and omissions of the Subprocessor. 

7 GENERAL PROVISIONS 

7.1 Compliance with Laws: Each party will comply with the applicable national, state and local laws with respect to its rights and obligations under this Agreement, including applicable privacy and export control laws and regulations and other applicable anti-corruption laws. Customer will not, directly or indirectly, export, transmit, permit access or use any LAB or in any country to which export, transmission or access is restricted by regulation, statute or other law, without the authorization, if required, of the Bureau of Industry and Security of the U.S. Department of Commerce or any other competent governmental entity that may have jurisdiction over export or transmission. Customer will not use, transfer or access any Software Products for end use relating to any nuclear, chemical or biological weapons, or missile technology unless authorized by the U.S. Government by regulation or specific license. If LAB receives notice that Customer is or becomes identified as a sanctioned or restricted party under applicable law, LAB will not be obligated to perform any of its obligations under this Agreement if such performance would result in violation of the sanctions or restrictions. 

7.2 Relationship: The parties are independent contractors under this Agreement and expressly disclaim any partnership, franchise, joint venture, agency, employer/employee, fiduciary or other special relationship. Neither party intends this Agreement to benefit, or create any right or cause of action in or on behalf of, any person or entity other than the parties. This Agreement is not intended to create a third-party beneficiary of any kind. Customer must not represent to any third party that it has any right to bind LAB in any manner and Client will not to make any representations or warranties on behalf of LAB. 

7.3 Severability: If a court holds that any provision of this Agreement is invalid or unenforceable under applicable law, the court will modify the provision to the minimum extent necessary to make it valid and enforceable or, if it cannot be made valid and enforceable, the court will sever and delete the provision from this Agreement. The change will affect neither the validity of the amended provision nor the validity of any other provision of this Agreement, which will continue in full force and effect. 

7.4 No waiver: A party’s failure or delay in enforcing any provision of this Agreement will not operate as a waiver of the right to enforce that provision or any other provision of this Agreement at any time. A waiver of any provision of this Agreement must be in writing, specify the provision to be waived and signed by the party agreeing to the waiver. 

7.5 Force Majeure: Neither party is liable for delays or failures to perform any of its obligations under this Agreement to the extent caused by a Force Majeure Event. LAB’s failures or delays in its performance are excused to the extent they result from: 

(i) Customer’s acts or omissions, or those of its employees, agents, users, affiliates or contractors; 

(ii) notwithstanding the generality of the above, Customer’s failure or delay in the performance of a specific task, obligation or responsibility under this Agreement, which task, obligation, or responsibility is a condition or requirement for a LAB’s task, obligation, or responsibility; 

(iii) reliance on instructions, authorizations, approvals or other information from Client; or 

(iv) acts or omissions of third parties (unless directed by LAB). 

7.6 Term and Termination: This Agreement is effective as of the delivery or download of the Software Product and expire at such time as the license hereunder is terminated in accordance with its own terms. For clarification, in case of a full license, the term under this Agreement may be perpetual. Customer may terminate the license at any time by uninstalling the Software Product. LAB may terminate the license if Client breaches this Agreement, the Maintenance & Support agreement or any technical and security instruction related to the Software Product, and Client fails to cure the breach within fifteen (15) days of receiving LAB’s notice of the breach. LAB may also terminate this license at any time in case any payment by Client is overdue for more than 30 days. Upon termination, Customer must promptly return, destroy or delete permanently all copies of the Software together with the complete documentation, the hardware/software lock and any other accompanying material. Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedy available at contract, law or equity. 

7.7 Assignment: Client may not sublicense, assign or transfer its rights under this Agreement without LAB’s prior written consent. Any attempt by Customer to sublicense, assign or transfer any of its rights, duties or obligations under this Agreement, whether directly, or indirectly by merger, acquisition or change of control, will be null and void. 

7.8 Governing law and jurisdiction: This Agreement shall be governed by the Italian law. Any claim arising under or relating to this Agreement shall be deferred to the Court of Milan (Italy).