SOFTWARE LICENSE AGREEMENT

NOISE CONTROL TOOLBOX

1. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:
“License”: this agreement governing the terms and conditions for the use of the Software.
“Licensor”: Eng. Roberto Candela, VAT No. 07758071216, owner of all intellectual property rights on the Software.
“Trial Period”: the initial period of 30 days during which the User may use the Software free of charge.
“Software”: the NOISE CONTROL TOOLBOX program, including source code, user interface, graphic contents, technical data and related documentation.
“User” or “Licensee”: the natural or legal person who acquires the right to use the Software under the terms of this License.

2. Parties and Subject of the License

This Software License Agreement (hereinafter also referred to as the “License”) governs the terms and conditions of use of the NOISE CONTROL TOOLBOX software (hereinafter, the “Software”), developed and exclusively owned by Eng. Roberto Candela, holder of all intellectual, economic and moral rights therein.
The Software is a professional tool intended for the predictive assessment of noise generated by mechanical systems within indoor environments, through the analysis of noise transmission paths (air ducts, partitions, structural paths), in accordance with UNI 12354-5 standards, ASHRAE guidelines and the technical literature referenced in the user documentation.
By this Agreement, Roberto Candela grants the User, who accepts, a non-exclusive, personal, non-transferable, paid, and time-limited license to use the Software under the terms specified below.

3. Minimum Technical Requirements

The Software requires the following minimum specifications for proper operation:

Operating System: Windows 10 or later
Processor: 1.5 GHz or higher
RAM: 2 GB
Disk space: 800 MB
Internet connection

The User is responsible for verifying compatibility with the above requirements before purchasing the license.

4. Duration, Activation and Scope of the License

The License is valid for one year from the activation date provided upon completion of the purchase.
The activation procedure includes:

Registration on the dedicated portal (www.noisecontroltoolbox.com) and purchase of the license as instructed
Download and installation of the Software
Acceptance of this License through the dedicated interface (considered an electronic signature pursuant to Art. 20 of the Italian Digital Administration Code)
Login using the email and password registered on the portal

The License authorizes the use of the Software on one workstation only (PC or laptop), identified through hardware data, IP address, and back-end verification performed during installation and use.
The license lasts one year and is linked to the purchasing user (uniquely identified by email). Activation is allowed on one single device only. In case of device replacement, the User must contact technical support and provide justification. The Licensor, exceptionally and at his sole discretion, may modify the license to allow transfer to another device.
Installation on multiple devices or shared access (e.g. via remote desktop or terminal server) is prohibited unless expressly authorized in writing.

The Software performs an automatic license verification at each access to ensure authorized use. Offline mode is permitted for a limited time; after this period, the Software will automatically deactivate the license. To regain access, the User must contact technical support.

After expiration, the User may continue to use the Software only upon license renewal under the terms in force at that time.

5. Trial Period and Renewal Procedure

The User is entitled to a 10-day Trial Period to use the Software free of charge, or a demo version if available, during which all features are accessible.
After this period, the Software will cease to function unless a license is purchased. The demo version is intended solely for preliminary evaluation and testing purposes; professional or commercial use is strictly prohibited. The demo version may not reflect the latest release.

As this is professional software, no refunds are provided after activation, except in specific cases at the Licensor’s discretion. No withdrawal right applies after activation pursuant to Art. 59, letter (o) of the Italian Consumer Code (Legislative Decree No. 206/2005).

License renewal terms:

Starting 15 days before expiry, the Software will display the remaining validity period.
Renewal is not automatic and requires explicit payment on the dedicated portal, after authentication.
If not renewed, the Software will stop functioning upon expiration.
A renewed license lasts one year from the renewal date.

6. User Obligations and Restrictions

The User agrees to use the Software solely for professional purposes consistent with its intended use, in compliance with applicable laws and this License.
The User is expressly prohibited from: duplicating, copying, modifying, or distributing the Software (even partially); disassembling, decoding, decompiling, or reverse engineering it; sublicensing, renting, or transferring it to third parties; or bypassing any security or licensing mechanisms.
The User must verify the suitability of the Software for their own technical and professional needs and releases Roberto Candela from any liability for results obtained from its use.

7. Audit and Compliance Checks

The Licensor reserves the right, with at least 15 business days’ notice, to verify the User’s compliance with this License.
The User agrees to cooperate by providing information necessary to demonstrate proper Software use.
If violations are found, the User must immediately regularize their position and reimburse the Licensor for audit costs, without prejudice to further actions under Article 16.

8. References to Third-Party Products

The Software may contain data or benchmarks relating to third-party commercial products used as industry references based on official technical documentation.
The User acknowledges that:

All intellectual property and commercial rights to third-party products remain the property of their respective owners;
Their inclusion in the Software does not imply endorsement, affiliation, or sponsorship;
Technical data are provided for informational purposes only and may change without notice.

The Licensor will update such data periodically based on official information but cannot be held liable for discrepancies between the Software and updated specifications.

9. Intellectual Property

The Software, including source code, user interface, graphical content, technical data, and documentation, is registered with SIAE and protected under Italian and international copyright laws.
All rights, including exploitation and distribution rights, remain the exclusive property of Roberto Candela.
This Agreement grants only a limited right of use; ownership is not transferred.
Any reproduction, even partial, or dissemination of the content or logic implemented in the Software is strictly prohibited.

10. References and Use Rights

The User authorizes Roberto Candela to use their name, business name, and logo as a commercial reference on the Licensor’s website and promotional materials, unless expressly revoked in writing.

11. Fees and Payment Terms

The Software is licensed on an annual paid basis according to the price agreed or published by the Licensor.
License activation is subject to full payment.
Failure to renew upon expiry will automatically terminate the license without further notice.

12. Updates and Maintenance

All updates and improvements released during the license term are included at no additional cost.
However, the Licensor is under no obligation to issue updates.
The User may download and install updates as instructed by the Licensor.
If a critical update is released, the Software may require installation before further use.

13. Technical Support

Users may contact technical support at info@noisecontroltoolbox.com to report issues or request clarification.
The Licensor will respond within 5 business days, depending on request complexity and availability.
The Licensor is not obliged to provide support and may assess each request individually.
No phone or remote assistance is included unless specifically agreed.

14. Limitation of Liability

The Software is provided “as is,” without express or implied warranties of fitness for a particular purpose.
The User acknowledges that acoustic data processing is a professional aid, and results must be validated by a qualified technician.
The Licensor is not liable for direct, indirect, consequential, or incidental damages arising from use or malfunction of the Software, including data loss, business interruption, or computational errors.
The User is responsible for their own computing environment and any incompatibilities arising therefrom.

15. Compliance with Standards

The Licensor declares that the Software was developed in compliance with UNI 12354-5, ASHRAE guidelines, and the referenced technical literature (accessible via “?” → “Documentation”).
However, the User acknowledges and agrees that:

Responsibility for interpretation and application of results lies solely with the User;
The Licensor does not guarantee compliance with local or sector-specific standards;
The User, as a professional, must verify regulatory compliance of results for each project.

The Licensor will update the Software following significant regulatory changes, within reasonable technical timeframes and under Article 12 provisions.

16. Termination

In case of breach of this Agreement, the Licensor may terminate it immediately without notice. Violations of Articles 4, 6, 7, and 9 constitute grounds for termination.
Upon termination, the User must cease all use, uninstall, and permanently delete all copies.
The Licensor reserves the right to claim damages, in addition to a contractual penalty of €5,000.00, without prejudice to further rights.

17. Indemnity

The User agrees to indemnify and hold harmless the Licensor from any claims, liabilities, or expenses arising from improper use of the Software, including third-party claims.

18. Assignment

The User may not assign or transfer this License without prior written consent from Roberto Candela.
The Licensor may assign its rights and obligations under this License to third parties with notice to the User.

19. Survival Clause

Provisions regarding intellectual property, liability limitations, confidentiality, and any clause whose nature requires continuation shall survive termination or expiry of this License.

20. Force Majeure

Neither party shall be liable for failure or delay in performance due to unforeseeable events beyond its control, including natural disasters, pandemics, telecommunication failures, strikes, wars, or civil unrest.
The affected party must promptly notify the other of the force majeure event and expected recovery timeframe.

21. Unilateral Amendments

The Licensor reserves the right to unilaterally amend this License.
Any changes will be communicated to the User by email at least 30 days before taking effect.
If the User does not accept the changes, they may terminate the contract before such date. Termination shall not entitle any refund of fees paid. Continued use after the effective date implies acceptance.

22. International Use

The Software was developed primarily for use in Italy and in compliance with European standards.
Users operating outside Italy must:

Verify compliance with local regulations;
Adapt results to local technical specifications;
Obtain any required local authorizations.

The Licensor does not guarantee compliance with non-Italian regulations and is not liable for unlawful or non-compliant use abroad.

23. Privacy and Data Processing (GDPR)

Pursuant to Regulation (EU) 2016/679 (GDPR), the User is informed that personal data provided for purchase and registration will be processed solely for contractual, administrative, and technical purposes related to license management.
The Data Controller is Roberto Candela, who ensures full GDPR compliance.
Data will be stored only as long as necessary for contract management and will not be shared with unauthorized third parties.
The User may exercise rights under Articles 15–22 of the GDPR (access, rectification, erasure, objection, portability, restriction).

24. Severability

If any clause of this License is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Invalid clauses shall be replaced by valid provisions reflecting, as closely as possible, the original intent of the parties.

25. Governing Law and Jurisdiction

This Agreement is governed by Italian law.
For any dispute concerning interpretation, validity, or performance, the exclusive jurisdiction shall be the Court of Naples, unless mandatory jurisdiction applies otherwise.

License version 1 – April 10, 2025
Eng. Roberto Candela

License