General terms and conditions for software as a service | Wispin

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General terms and conditions for software as a service

1. DEFINITIONS

The expressions in capital letters in this document are defined in the Glossary.

2. RIGHTS AND LIMITATIONS OF USE

2.1 Granting of rights

The supplier grants the Customer the right to use the Software as a Service (including its configuration) -hereinafter referred to as the "SaaS Service"- the materials and documentation. This use is non-exclusive, non-transferable and extended to the whole world, for only internal operational and management purposes of the Customer and its Affiliates. The permitted uses and limitations of use concerning the SaaS Service also apply to the Materials and Documentation.

2.2 Authorized Users

The Customer may allow Authorized Users to use the SaaS Service. The Use is limited to the Metrics of Use and the volumes reported in the Acceptance Form. Credentials to access the SaaS Service cannot be used by more than one person, but they can be transferred from one person to another if the first user is no longer authorized to use the SaaS Service. The Customer is liable for breaches of the Contract caused by Authorized Users.

2.3 Permitted Use Policy

With regard to the SaaS Service, the Customer will refrain from:

  • (a) disassemble, decompile, decode, copy, translate or create derivative works,
  • (b) transmit any content or unlawful data or data that may violate any intellectual property right, or
  • (c) evade its security or impair its operation.

2.4 Verification of Use

The Customer will monitor its use of the SaaS Service and notify the Supplier of any excess use on the Usage Metrics and the volume. The Supplier can monitor the use to verify compliance with the Metrics of Use, volume and Contract.

2.5 Suspension of the Service

The Supplier may suspend the use of the SaaS Service if its protracted use may result in substantial damage to the Service or its users. The Supplier will promptly notify the Customer of such suspension. The Supplier will limit the suspension to what is reasonably possible in terms of time and scope depending on the circumstances of the case.

2.6 Third Parties Web Service

The Service may include additions with web services made available by third parties (other than CON.SE. S.r.L. or its subsidiaries), which are accessed from the SaaS Service and which are subject to the conditions of use of such third parties. Third parties web services do not belong to the SaaS Service and are outside the scope of the Contract.

2.7 Mobile access to the SaaS Service

Authorized Users may access certain SaaS Services using mobile applications downloadable from third parties websites. The use of mobile applications may be subject to the terms and conditions proposed by the download/access of the mobile application and not by the terms of this Contract.

3. OBLIGATIONS FOR THE SUPPLIER

3.1 Provisioning

The access to the SaaS Service will be provided by the Supplier in the terms provided for by the Contract.

3.2 Support

The support for the SaaS Service will be provided by the Supplier within the terms set by the SaaS Service Acceptance Form.

3.3 Security

The Supplier will provide the SaaS Service using reasonable security technologies. As data processing manager, the Supplier will adopt the technical-organizational measures referred to in the Data Processing Agreement to ensure that personal data entered in the SaaS Service are processed in compliance with the laws in force to protect personal data.

3.4 Modifications

The Supplier reserves the right to modify the SaaS Service and the Policies at any time. The modifications may include new optional features for the SaaS Service, which the Customer can use after signing the applicable Supplementary Clauses and Documentation.

3.5 Analysis

CON.SE. S.r.L. and subsidiaries are entitled to create analyses using partly the Customer Data and information drawn from the use of the SaaS Service or the Services by the Customer. The analyses will make anonymous and aggregate the information and will be treated as Materials. The analyses may be used, among other things, for: the optimization of resources and support, research and development, the automation of processes with a view to continuous improvement, performance optimization and the development of new products and services of the Supplier, test of data security and data integrity, internal demand planning and given products, such as industry trends and developments, indices and benchmarking in anonymous form.

4. MISCELLANEOUS

4.1 Maintenance of Contract Effectiveness

The nullity or inapplicability of any or several provisions of this Contract does not affect the validity of the remaining provisions of the Contract.

4.2 Tacit Disclaimer

The renunciation of asserting a breach of the Contract cannot be interpreted as a renunciation to enforce other breaches.

4.3 Electronic Signature

Electronic signatures with the methods permitted by current law are considered to all intents and purposes as original signatures.

4.4 Regulation

  • (a) Confidential Information of CON.SE. S.r.L. may be subject to the export laws of various countries, including the laws of the United States, EU, UAE, KSA, Ireland and Germany. The Customer will refrain from presenting CON.SE. S.r.L. Confidential Information or parts of it to any government agency for the purpose of license or regulatory authorization and will not export, re-export or import CON.SE. S.r.L. Confidential Information or parts of it in countries and to natural and legal persons prohibited by the above mentioned Laws.
  • (b) CON.SE. S.r.L. and none of its Subsidiaries will assume responsibility with regard to:
    • (i) any delay in the delivery and / or release of access to CON.SE. S.r.L. Confidential Information or to a part of it, due to the need to obtain an export permit or an import permit or both of them from the authorities in charge;
    • (ii) failure to obtain the necessary authorizations, approvals or other permits for the delivery and / or release of access to CON.SE. S.r.L. Confidential Information or to a part of it by the authorities in charge;
    • (iii) if the delivery and / or release of access to CON.SE. S.r.L. Confidential Information or to a part of it is prevented by the current Export Regulations; and
    • (iv) the limitation, suspension or termination of access to the SaaS Services or Services under the current Export Regulations.
  • (c) The Supplier is entitled to terminate this Contract by giving thirty days written notice if it is prevented from delivering or granting access to CON.SE S.r.L. Confidential Information or part of it, by virtue of an embargo or another commercial sanction that is expected to last for six months or more.

4.5 Communications

All communications must be written and sent to the addresses indicated in the SaaS Service Acceptance Form. The Supplier's communications concerning the operation or support of the SaaS Service can be sent by email to the authorized representative or to the administrator of the Customer.

4.6 Transfer

Without the prior written consent of the Supplier, the Customer may not assign or transfer the Contract (or any right or obligation deriving from it) to others. The Supplier is entitled to assign the Contract to any of its Subsidiaries.

4.7. Subcontracting

The Supplier may subcontract a part of the SaaS Service to any of its Participants or to third parties, responding to the breaches of the contract which can be attributed to its subcontractors.

4.8 Relations between the Parties

The Parties are independent contractors and this Contract does not establish any partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

4.9 Force majeure events

Any delays in performance (except for the payment of amounts due), caused by conditions that are beyond the reasonable control of the non-performing party, do not constitute a breach of contract. The required time for compliance will be extended by a period equal to the duration of the condition that prevented its fulfilment.

4.10 Applicable law

This Contract and any disputes arising therefrom are governed by the Italian law, without reference to the rules of private international law on conflict of laws. The Court of Bologna will have exclusive jurisdiction to judge on all disputes. The parties must promote any actions concerning the Contract and its object within one year from the day on which they became aware or, after a reasonable examination, they should have become aware of the facts giving rise to the dispute.

GLOSSARY

1.1 "Contract" is defined in the SaaS Service Acceptance Form

1.2 "Authorized User" refers to the subject to whom the Customer assigns the access authorizations for use of the SaaS Service, which may be an employee, agent, contractor or Representative

  • (a) of the Customer,
  • (b) of the Customer's subsidiaries and / or
  • (c) and the Customer's Business Partners and Customer’s Affiliates

1.3 "SaaS Service" means any solution offered by subscription, in hosting, supported and operated in "on-demand" mode and provided by the Supplier to the Customer pursuant to the SaaS Service Acceptance Form.

1.4 "Materials" are the materials supplied or developed by the Supplier (independently or in cooperation with the Customer) in fulfilling contractual obligations, including the provision of any service or customer support. The Materials do not include the Customer Data, Customer’s Confidential Information or SaaS Service.

1.5 "Confidential Information" are

  • (a) with respect to the Customer: (i) Customer’s Data, (ii) Customer's marketing and business requirements, (iii) Customer's implementation plans and / or (iv) Customer's financial data, and
  • (b) with respect to the Supplier: (i) the SaaS Service, the Documentation, the Materials and (ii) information regarding research and development, products offerings, prices and the Supplier's availability.
  • (c) The Supplier’s or Customer’s Confidential Information also includes information that the disclosing party protects from unlimited disclosure to others that (i) the disclosing party clearly identifies as confidential at the time of their disclosure; or (ii) should reasonably be considered confidential by the nature of the information and the circumstances of their disclosure.

1.6 "Customer’s Data" means content, materials, data and information that Authorized Users insert in the production system of the SaaS Service, that is the data that the Customer derives from using the SaaS Service (for example the Customer’s specific reports), where he then stores them. Customer’s Data and its derivatives do not include the Supplier's Confidential Information.

1.7 "Documentation" means the technical and functional documentation processed by the Supplier at a given time, as well as any description of the roles and responsibilities for the Service SaaS, which are made available to the Customer together with the SaaS Service.

1.8 "Services" means professional services relating to the SaaS Service, including implementation, configuration, Custom Development and training, provided by employees or subcontractors of the Supplier pursuant to any SaaS Service Acceptance Form and governed by the Supplementary Clauses for Consulting Services or by similar agreements relating to the Services or from subcontractors of the Supplier pursuant to any SaaS Service Acceptance Form and governed by the Supplementary Clauses for Consulting Services or by similar agreements relating to the Services.

1.9 "Subscription Period" means the duration of the SaaS Service subscription whose initial duration is identified in the relevant SaaS Service Acceptance Form, including all renewals.

1.10 "Supplementary Clauses" are defined in the SaaS Service Acceptance Form

1.11 "Support Policy "is defined in the SaaS Service Acceptance Form.

1.12 "Use Metrics" means the measurement standards used to determine the permitted use for the SaaS Service, as established in the SaaS Service Acceptance Form.

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