Version 2026-08. The authoritative, citable version of this agreement is the PDF: download the General Language Engine License (PDF). This page is provided for reading convenience; where a Software Order Form refers to a version of this agreement, the corresponding PDF governs.
Version 2026-08
1. DEFINITIONS
1.1 “Software Order Form” or “Order Form” means, as may be applicable to this EULA upon STRUMENTA directions, the order form for the Software (between STRUMENTA and End User), including information on Software, STRUMENTA Support, fees, license term, renewal terms, optional items, and other information necessary for the delivery of such items to Licensee.
1.2 “Agreement” means the Software Order Form or the Order Form, as the case may be, and this EULA.
1.3 “API” means STRUMENTA’s application programming interfaces, as well as other STRUMENTA code that allow other software products to communicate with or call on STRUMENTA Software provided under this Agreement.
1.4 “Affiliate” means any legal entity in the Territory in which the Licensee, directly or indirectly, holds more than fifty percent (50%) of the shares or voting rights. Any such legal entity shall be considered an Affiliate for only such time as such equity interest is maintained.
1.5 “Business Partner” means a legal entity that requires access to the Software in connection with Licensee’s internal business operations, such as customers, distributors and/or suppliers of Licensee.
1.6 “Confidential Information” means, with respect to STRUMENTA, all information which STRUMENTA protects against unrestricted disclosure to others, including but not limited to: (a) the Software and Documentation and other STRUMENTA Materials, including without limitation the following information regarding the Software: (i) computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs embodied in the Software; (ii) benchmark results, manuals, program listings, data structures, flow charts, logic diagrams, functional specifications, file formats; and (iii) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to the Software; (b) the research and development or investigations of STRUMENTA; (c) product offerings, product pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, marketing plans, forecasts and strategies; and (d) any information about or concerning any third party (which information was provided to STRUMENTA subject to an applicable confidentiality obligation to such third party). With respect to Licensee, “Confidential Information” means all information which Licensee protects against unrestricted disclosure to others and which (i) if in tangible form, Licensee clearly identifies as confidential or proprietary at the time of disclosure; and (ii) if in intangible form (including disclosure made orally or visually), Licensee identifies as confidential at the time of disclosure, summarizes the Confidential Information in writing, and delivers such summary within thirty (30) calendar days of any such disclosure.
1.7 “Consulting Services” means professional services, including but not limited to consulting, advisory, analysis, development, migration, and integration services, that the Licensee provides to its clients in the ordinary course of its business.
1.8 “Documentation” means STRUMENTA’s documentation which is delivered or made available to Licensee with the Software under this Agreement.
1.9 “End User” means the End User to whom the Software is licensed under this Agreement.
1.10 “Hosted Service” means a software-as-a-service, platform-as-a-service, or other remotely-hosted application or service operated by or on behalf of the Licensee in which the Software is used as an internal component to process data or requests, provided that the Software itself is not made available to, or directly accessible by, any third party.
1.11 “Intellectual Property Rights” means patents of any type, design rights, utility models or other similar invention rights, copyrights, mask work rights, trade secret or database rights, trademarks, trade names and service marks and any other intangible property rights, including applications and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.
1.12 “Licensee” means the End User.
1.13 “STRUMENTA Materials” means any software, programs, tools, systems, data or other materials made available by STRUMENTA to Licensee in the course of the performance under this Agreement (whether before or after the effective date of this Agreement) including, but not limited to, the Software and Documentation, as well as any information, materials or feedback provided by Licensee to STRUMENTA relating to the Software and Documentation.
1.14 “Software” means (i) any and all software products licensed to Licensee under this Agreement as specified in the Software Order Form or the Order Form, including any Language Engine so specified, all as developed by STRUMENTA and delivered to Licensee hereunder; and (ii) any new releases thereof made available through unrestricted shipment or made available under the applicable support terms.
1.15 “Territory” means the territory stated in the Software Order Form or the Order Form or, if no such document exists, the Territory where Licensee uses the Software.
1.16 “Third Party Software” means (i) any and all software products and content licensed to Licensee under this Agreement as specified in the Software Order Form or the Order Form, all as developed by companies other than STRUMENTA, (ii) any new releases thereof made available through unrestricted shipment pursuant to a STRUMENTA support service; and (iii) any complete or partial copies of any of the foregoing.
1.17 “Use” means to activate the processing capabilities of the Software, load, execute, access, employ the Software, or display information resulting from such capabilities.
1.18 “License Key” means any key, token, file, credential, or other technical mechanism used by STRUMENTA to enable, limit, or renew use of the Software.
1.19 “Model” means the structured representation of source code produced or processed by a Language Engine, in the form of an Abstract Syntax Tree.
1.20 “Language Engine” means a STRUMENTA software product for a specific programming language or family of languages, built around the Model. Each Language Engine provides one or more of the following capabilities with respect to the Model: parsing, symbol resolution, type calculation, analysis, serialization, and related tooling. The capabilities provided by a given Language Engine are those identified in the Software Order Form or described in the Documentation; a Language Engine is not required to provide any capability not so identified.
2. LICENSE GRANT
2.1 License.
2.1.1 Subject to Licensee’s compliance with all the terms and conditions of this Agreement, STRUMENTA grants to Licensee a nonexclusive, non-transferable, temporary license to:
(a) use the Software, Documentation, and other STRUMENTA Materials at specified site(s) within the Territory to run Licensee’s and its Affiliates’ internal business operations (including customer back-up and passive disaster recovery) and to provide internal training and testing for such internal business operations;
(b) use the Software as an internal component in the course of providing Consulting Services to Licensee’s clients, provided that the Software itself is not delivered, distributed, sublicensed, or otherwise made available to such clients;
(c) use the Software as an internal component of a Hosted Service operated by or on behalf of the Licensee, provided that the Software itself is not made available to, or directly accessible by, any end user or third party; and
(d) permit use by employees, agents, and contractors of Licensee and its Affiliates solely for the purposes described in (a) through (c) above.
2.1.2 Restrictions.
This license does not permit Licensee to: (i) lease, loan, sell, resell, sublicense, distribute, or otherwise transfer the Software, Documentation, or any STRUMENTA Materials to any third party; (ii) make any Use of or perform any acts with respect to the STRUMENTA Materials other than as expressly permitted in accordance with the terms of this Agreement; (iii) use Software components other than those specifically identified in the Software Order Form, even if it is also technically possible for Licensee to access other Software components; (iv) bypass or circumvent License Keys or other technical usage controls; (v) include, embed, or bundle the Software (in whole or in part) within any product, application, or system that is distributed or made available to third parties; or (vi) allow any third party to directly access, operate, or interact with the Software, whether through remote access, shared hosting, or any other means.
For the avoidance of doubt, the Licensee’s use of the Software as a back-end component to power a Hosted Service is permitted under Section 2.1.1(c), provided that the output of the Hosted Service, rather than the Software itself, is delivered to third-party users.
2.1.3 Installation.
Licensee agrees to install the Software only on information technology devices (e.g. hard disks or central processing units) identified by Licensee pursuant to this Agreement (the “Designated Unit”) and which are located at Licensee’s facilities and are in Licensee’s direct possession, or on cloud infrastructure operated by or on behalf of Licensee. Where STRUMENTA has agreed in writing, the information technology devices may also be located in the facilities of an Affiliate and be in the Affiliate’s direct possession. Licensee must hold the required licenses as stated in this Agreement for any individuals that Use the Software, including employees or agents of Affiliates and Business Partners. Use may occur by way of an interface delivered with or as a part of the Software, a Licensee or third-party interface, or another intermediary system. If Licensee receives licensed Software that replaces previously licensed Software, its rights under this Agreement with regard to the previously licensed Software shall end when it deploys the replacement Software for Use on productive systems. At that time, Licensee shall comply with Section 5.2 of this Agreement with respect to such previously licensed Software.
2.1.4 The terms and conditions of this Agreement relative to “Software” apply to Third Party Software.
2.2 Affiliate Use.
Affiliates’ Use of the Software, Documentation and other STRUMENTA Materials to run their internal business operations as permitted under Section 2.1.1 is subject to the following: (i) the Affiliate agrees to be bound by the terms set out herein; and (ii) a breach of this Agreement by Affiliate shall be considered a breach by Licensee hereunder. If Licensee has an affiliate or subsidiary with a separate agreement for STRUMENTA software licenses and/or support services with STRUMENTA, the Software shall not be used to run such affiliate’s or subsidiary’s business operations and such affiliate or subsidiary shall not receive any support services under this Agreement even if such separate agreement has expired or is terminated, unless otherwise agreed to in writing by the Parties.
3. PRICE AND PAYMENT
3.1 Licensee shall pay to STRUMENTA all license fees for the Software on the date of signing the Order Form, unless the Order Form expressly provides otherwise.
3.2 The initial license fee must be paid before the initial License Key is issued.
3.3 Any renewal fee must be paid in advance and received by STRUMENTA no later than seven (7) days before the beginning of the relevant renewal term, unless otherwise agreed in writing.
3.4 Renewed License Keys will be issued only after receipt of the corresponding payment. If payment is not received in time, the renewed License Key may not be issued before the start of the next term, and use of the Software may therefore be interrupted or suspended.
4. TERM
4.1 Term. This Agreement shall become effective on the effective date agreed with the Order Form and shall remain in effect for the license term stated in the Order Form, together with any renewal terms agreed in or under the Order Form, unless terminated upon the earliest to occur of the following: (i) thirty days after Licensee gives STRUMENTA written notice of Licensee’s direction to terminate this Agreement, for any reason, but only after payment to STRUMENTA of all license fees then due and owing; (ii) thirty days after STRUMENTA gives Licensee notice of Licensee’s material breach of any provision of the Agreement (other than Licensee’s breach of its obligations under Sections 5, 9 or 10, which breach shall result in immediate termination), including more than thirty days delinquency in Licensee’s payment of any monies owed to STRUMENTA, unless Licensee has cured such breach during such thirty day period; or (iii) immediately if Licensee files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors.
4.2 No renewal shall be effective unless the applicable renewal fee has been paid and, where required by STRUMENTA, the corresponding renewal has been confirmed in writing or by issuance of a renewed License Key.
4.3 End of Term Duties. Upon any termination hereunder, Licensee and its Affiliates shall immediately cease Use of all STRUMENTA Materials and Confidential Information. Within thirty (30) days after any termination, Licensee shall irretrievably destroy or, upon STRUMENTA’s request, deliver to STRUMENTA all copies of the STRUMENTA Materials and Confidential Information in every form, except to the extent it is legally required to keep it for a longer period in which case such return or destruction shall occur at the end of such period. Licensee agrees to certify in writing to STRUMENTA that it and each of its Affiliates has performed the foregoing. Sections 3, 4.3, 6.2, 7, 8, 9, 12.4, 12.5, 12.7, 13.5, 13.6 and 13.7 shall survive such termination. In the event of any termination hereunder, Licensee shall not be entitled to any refund of any payments made by Licensee. Termination shall not relieve Licensee from its obligation to pay fees that remain unpaid.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Reservation of Rights. The STRUMENTA Materials, and all Intellectual Property Rights embodied in the foregoing, shall be the sole and exclusive property of STRUMENTA, subject to any rights expressly granted to Licensee in Section 2. Licensee is not permitted to modify or otherwise make derivative works of the Software. Any such unauthorized works developed by Licensee, and any Intellectual Property Rights embodied therein, shall be the sole and exclusive property of STRUMENTA.
5.2 Protection of Rights. Except to the extent such rights cannot be validly waived by law, Licensee shall not copy, translate, disassemble, or decompile, nor create or attempt to create the source code from the object code of the Software in any manner. Reverse engineering of the Software and other STRUMENTA Materials is prohibited.
For the avoidance of doubt, the prohibitions set out in this Section apply regardless of the means or technology employed, and expressly extend to any attempt to reconstruct, derive, infer, approximate or reproduce the source code, grammars, rule sets, model structures, algorithms, heuristics or other design characteristics of the Software or of the Model by means of artificial intelligence systems, machine learning models or large language models, whether by submitting the Software, its object code, its outputs, the Model, the Documentation or any other STRUMENTA Materials to such systems as input, or by prompting, training, fine-tuning, distillation, retrieval augmentation or any comparable technique.
Licensee shall not submit any STRUMENTA Materials to any third-party artificial intelligence or machine learning service under terms that permit such third party to retain, train upon, or otherwise reuse those materials.
Nothing in this Section restricts Licensee’s use of the outputs of the Software, including the Model, for the purposes permitted under Section 2, including by means of artificial intelligence systems, provided that such use is not directed, in whole or in part, at developing, training or improving any product or service that replicates or substitutes the functionality of the Software.
Licensee is permitted to back up data in accordance with good information technology practice and for this purpose to create the necessary backup copies of the Software. Backup copies on transportable discs or other data media must be marked as backup copies and bear the same copyright and authorship notice as the original discs or other data media. Licensee must not change or remove STRUMENTA’s copyright and authorship notices.
6. PERFORMANCE WARRANTY
6.1 Warranty. STRUMENTA warrants that the Software will substantially conform to the specifications contained in the Documentation for twelve months following delivery, or, if the Order Form states a shorter license term, for that shorter term. The warranty shall not apply: (i) if the Software is not used in accordance with the Documentation; or (ii) if the defect is caused by a modification or add-on developed by the End User, Licensee or third-party software. STRUMENTA does not warrant that the Software will operate uninterrupted or that it will be free from minor defects or errors that do not materially affect such performance, or that the applications contained in the Software are designed to meet all of Licensee’s business requirements. Provided Licensee notifies STRUMENTA in writing with a specific description of the Software’s nonconformance within the warranty period and STRUMENTA validates the existence of such nonconformance, STRUMENTA will, at its option: (a) repair or replace the nonconforming Software, or (b) refund the license fees paid for the applicable nonconforming Software in exchange for a return of such nonconforming Software. This is Licensee’s sole and exclusive remedy under this warranty.
6.2 Express Disclaimer. STRUMENTA DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED.
7. INDEMNIFICATION
7.1 Infringement and Defense of Licensee. STRUMENTA shall defend Licensee against claims brought against Licensee in the Territory by any third party alleging that Licensee’s Use of the Software, in accordance with the terms and conditions of this Agreement, constitutes a direct infringement or misappropriation of a patent claim(s), copyright or trade secret rights, and STRUMENTA will pay damages finally awarded against Licensee (or the amount of any settlement STRUMENTA enters into) with respect to such claims. This obligation of STRUMENTA shall not apply if the alleged infringement or misappropriation results from Use of the Software in conjunction with any other software, failure to use an update provided by STRUMENTA if such infringement or misappropriation could have been avoided by use of the update, or unlicensed activities. This obligation of STRUMENTA also shall not apply if Licensee fails to timely notify STRUMENTA in writing of any such claim. STRUMENTA is permitted to control fully the defense and any settlement of any such claim as long as such settlement shall not include a financial obligation on Licensee. In the event Licensee declines STRUMENTA’s proffered defense, or otherwise fails to give full control of the defense to STRUMENTA’s designated counsel, then Licensee waives STRUMENTA’s obligations under this Section 7.1. Licensee shall cooperate fully in the defense of such claim and may appear, at its own expense, through counsel reasonably acceptable to STRUMENTA. STRUMENTA expressly reserves the right to cease such defense of any claim(s) in the event the Software is no longer alleged to infringe or misappropriate, or is held not to infringe or misappropriate, the third party’s rights. STRUMENTA may settle any claim on a basis requiring STRUMENTA to substitute for the Software alternative substantially equivalent non-infringing programs and supporting documentation. Licensee shall not undertake any action in response to any infringement or misappropriation, or alleged infringement or misappropriation of the Software that is prejudicial to STRUMENTA’s rights.
7.2 THE PROVISIONS OF THIS SECTION STATE THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF STRUMENTA TO LICENSEE, AND IS LICENSEE’S SOLE REMEDY, WITH RESPECT TO THE INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
8. LIMITATIONS OF LIABILITY
8.1 Not Responsible. STRUMENTA will not be responsible under this Agreement (i) if the Software is not used in accordance with the Documentation; or (ii) if the defect or liability is caused by Licensee, or third-party software. STRUMENTA shall not be liable for any claims or damages arising from inherently dangerous use of the Software and/or Third-Party Software licensed hereunder.
8.2 Exclusion of Damages; Limitation of Liability. ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, EXCEPT FOR DAMAGES RESULTING FROM UNAUTHORIZED USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION OR DEATH OR PERSONAL INJURY ARISING FROM EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, UNDER NO CIRCUMSTANCES AND REGARDLESS OF THE NATURE OF ANY CLAIM SHALL STRUMENTA BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR AN AMOUNT IN EXCESS OF THE AGGREGATE LICENSE FEES ACTUALLY PAID BY LICENSEE TO STRUMENTA DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, OR BE LIABLE IN ANY AMOUNT FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF GOODWILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, OR COMPUTER FAILURE OR MALFUNCTION, REGARDLESS OF WHETHER STRUMENTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The provisions of this Agreement allocate the risks between STRUMENTA and Licensee. The license fees reflect this allocation of risk and the limitations of liability herein.
9. CONFIDENTIALITY
9.1 Use of Confidential Information. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the other shall remain the property of the disclosing party and shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the other, each party: (a) shall take all Reasonable Steps (defined below) to keep all Confidential Information strictly confidential; and (b) shall not disclose any Confidential Information of the other to any person other than its bona fide individuals whose access is necessary to enable it to exercise its rights hereunder. As used herein “Reasonable Steps” means those steps the receiving party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. Confidential Information of either party disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder.
9.2 Exceptions. The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by the receiving party; (c) at the time of disclosure, was known to the receiving party free of restriction; or (d) the disclosing party agrees in writing is free of such restrictions.
9.3 Confidential Terms and Conditions; Publicity. Licensee shall not disclose the specific financial terms and conditions of this Agreement to any third party without the prior written consent of STRUMENTA. Notwithstanding the foregoing, either party may publicly state that a business relationship exists between the Parties, including by referencing the other party’s name and logo in customer or partner listings, case studies, press releases, and marketing materials, provided that the content of any such reference is limited to the existence of the relationship and does not disclose the financial terms of this Agreement. Each party may request in writing that the other party remove a specific reference, and the other party shall comply within thirty (30) calendar days.
10. ASSIGNMENT
Licensee may not, without STRUMENTA’s prior written consent, assign, delegate, pledge, or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, or the STRUMENTA Materials or STRUMENTA Confidential Information, to any party, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation. STRUMENTA may assign this Agreement to any of its affiliates.
11. PERSONAL DATA
11.1 Each party will carry out its obligations under the Agreement in accordance with all applicable data protection laws, including but not limited to Regulation (EU) 2016/679 (GDPR). To the extent that STRUMENTA exports or processes Licensee’s personal data outside the European Economic Area (EEA), it will ensure any such processing or export shall be on terms equivalent to those herein and in compliance with applicable data transfer mechanisms, and STRUMENTA shall enforce such terms against the relevant subcontractors.
12. GENERAL PROVISIONS
12.1 Severability. It is the intent of the Parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.
12.2 No Waiver. If either party should waive any breach of any provision of this Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof.
12.3 Counterparts. This Agreement may be signed in two counterparts, each of which shall be deemed an original and which shall together constitute one Agreement.
12.4 Regulatory Matters. Licensee agrees that it will not submit the Software, Documentation or other STRUMENTA Materials to any government agency for licensing consideration or other regulatory approval without the prior written consent of STRUMENTA, and will not export the Software, Documentation and STRUMENTA Materials to countries, persons or entities prohibited by such laws. Licensee shall also be responsible for complying with all applicable governmental regulations of the country where Licensee is registered, and any foreign countries with respect to the use of the Software, Documentation or other STRUMENTA Materials by Licensee and/or its Affiliates.
12.5 Governing Law. This Agreement and any claims arising out of or relating to this Agreement and its subject matter shall be governed by and construed under Italian law and shall be settled before the exclusive jurisdiction of the Court of Turin. In the event of any conflicts between foreign law, rules, and regulations, and Italian law, rules, and regulations, Italian law, rules, and regulations shall prevail and govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Uniform Computer Information Transactions Act as enacted shall not apply.
12.6 Force Majeure. Any delay or nonperformance of any provision of this Agreement (other than for the payment of amounts due hereunder) caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Agreement, and the time for performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.
12.7 Entire Agreement. This Agreement constitutes the complete and exclusive statement of the Agreement between STRUMENTA and Licensee, and all previous representations, discussions, and writings are merged in, and superseded by this Agreement and the Parties disclaim any reliance on any such representations, discussions and writings. This Agreement may be modified only by a writing signed by both Parties. This Agreement shall prevail over any additional, conflicting, or inconsistent terms and conditions which may appear on any purchase order or other document furnished by Licensee to STRUMENTA. This Agreement shall prevail over any additional, conflicting or inconsistent terms and conditions which may appear in any clickwrap end user agreement included in the Software. Signatures sent by electronic means (facsimile or scanned and sent via e-mail) shall be deemed original signatures.
13. EVALUATION LICENSE
13.1 Application. This Section applies only where the Software Order Form identifies the license granted thereunder as an Evaluation License. Where this Section applies, it prevails over any conflicting provision of this Agreement.
13.2 Purpose. An Evaluation License is granted for the sole purpose of enabling Licensee to assess the suitability of the Software for Licensee’s intended use.
13.3 No commercial use. Notwithstanding Section 2.1.1, under an Evaluation License Licensee shall not use the Software: (a) in production or in any live business process; (b) on source code, data or materials belonging to Licensee’s clients or to any third party; (c) in the course of providing Consulting Services, as contemplated by Section 2.1.1(b); (d) as a component of a Hosted Service, as contemplated by Section 2.1.1(c); or (e) for any other commercial, revenue-generating or client-facing purpose. Evaluation shall be carried out on test, sample or otherwise non-confidential data.
13.3.1 Coverage assessment exception. By way of exception to Section 13.3(b), and only where the Order Form expressly permits it, Licensee may process source code belonging to a client of Licensee for the sole purpose of producing a coverage, diagnostic or error-prevalence report on the suitability of the Software, subject to all of the following: (i) such processing is limited to the volume stated in the Order Form; (ii) the resulting report is shared with STRUMENTA under Section 13.6(b); (iii) neither the outputs of the Software nor any work product derived from them is delivered to, made accessible to, or otherwise used for the benefit of that client or any third party; and (iv) Licensee is entitled to process such source code for this purpose. Processing under this Section takes place entirely within Licensee’s own environment; nothing in this Section requires Licensee to disclose source code to STRUMENTA.
13.4 Fees. Unless the Order Form expressly provides otherwise, no license fee is payable for the Evaluation term, and Sections 3.2, 3.3 and 3.4 do not apply.
13.5 No warranty; limitation of liability. Notwithstanding Section 6, Software licensed under an Evaluation License is provided “AS IS”, without warranty of any kind, and Section 6.1 does not apply. Notwithstanding Section 8.2, STRUMENTA’s aggregate liability arising out of or relating to an Evaluation License shall not exceed one thousand Euro (EUR 1,000).
13.6 Evaluation deliverables. In consideration of the Evaluation License, Licensee shall, no later than fifteen (15) days after the end of the Evaluation term:
(a) deliver to STRUMENTA a written evaluation report stating, at a minimum, the nature and volume of source code processed, the capabilities exercised, any defects or gaps identified, and Licensee’s assessment of the suitability of the Software;
(b) provide STRUMENTA with either (i) representative samples of the source code intended to be processed, in anonymized or redacted form where necessary, or (ii) where Licensee is not entitled or not able to share such source code, a written description of the characteristics of the target codebase together with any coverage, diagnostic or error-prevalence report produced by the Software in the course of the evaluation; and
(c) attend one (1) feedback session with STRUMENTA of up to sixty (60) minutes, at a time reasonably agreed between the Parties.
13.7 Evaluation deposit. The Order Form may provide for an evaluation deposit. Where it does: (i) the deposit is payable before issuance of the initial License Key, and Section 3.2 applies to it; (ii) upon Licensee’s performance of Section 13.6, STRUMENTA shall, at Licensee’s election, refund the deposit or credit it in full against the fees payable under any subsequent license for the Software; and (iii) where Licensee does not perform Section 13.6 within the period stated therein, STRUMENTA may retain the deposit, which the Parties agree represents a reasonable pre-estimate of the value of the evaluation feedback foregone.
13.8 Term. An Evaluation License does not renew automatically. Any extension requires a written amendment to the Order Form and the issuance of a new License Key. Section 4.3 applies upon expiry, including the obligation to certify destruction in writing.
