This standard subscription contract governs the free use of TDOX services and any purchase and current use of such services.
The acceptance of this contract, expressed by completing an order form or registration procedure that refers to this contract, is equivalent to the expressed agreement on the terms of this contract. If you enter into this agreement on behalf of a company or other legal entity, you certify that you have the power to bind that entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” will refer to such entity and its affiliates.
If you do not have this option, or do not accept these terms and conditions, you will not be allowed to download the mobile client software on your system and / or access to use our services. Copying of any type of manual or documentation will also be denied. You are not permitted to access the Services if you are Our direct competitor, unless You have obtained Our prior written consent.
Furthermore, you are not permitted to access the Services for the purpose of monitoring their availability, performance or functionality, or for the purpose of benchmarking or for any other competitive purpose.
The Agreement is effective between You and Us from the date of your acceptance.
The times of availability and use of the visible contents following the purchase of the service depend on the connection speed of the internet line available to the licensee.
By joining the TDox service, the customer acknowledges and accepts that it will be his responsibility to have an internet connection necessary for the use of the same, the costs of which are in no way included in the TDox service.
This contract could be modified periodically as WHILE TRUE SRL has the right to change the services to improve and / or update them based on the new technologies adopted. If WHILE TRUE SRL modifies any article or condition of the Contract, said modification will be communicated to you through publication on the institutional website and written communication by e-mail.
The changes will take effect 30 days after the notification. In the absence of exercise of the right of withdrawal on your part, within 30 days of such communication, the changes will be considered definitively known and accepted by you.
- Free version of TDox
- The mobile client software
- Service Intellectual property
- Purchased services
- Use of services
- Third party suppliers
- Fees and payments for the services purchased
- Exclusive rights
- Confidentiality Warranties and exclusions
- Limitation of Liability
- Duration and withdrawal
- Your counterpart in the contract, communications, relevant legislation and competent court
- General provisions
“Affiliate” means any person who, directly or indirectly, controls, is controlled or is placed under common control with respect to the person concerned.
“Control” for the purposes of this definition, indicates the ownership or direct or indirect control of more than 50% of the votes that can be expressed in the meeting of the person concerned.
“Malicious Code” means viruses, worms, delay bombs, Trojan horses, and other malicious or dangerous code, files, scripts, agents or programs.
“Order form” indicates the order documents for the purchase of what is described in this deed, including any additions stipulated from time to time between us and you. The Order Forms will be considered an integral part of this contract.
“We” or “Our” means the WHILE TRUE SRL company described in Section 16 (Your counterparty in the contract, Communications, Applicable Law and Jurisdiction).
“Services” means the web-based online platform and applications provided by Us through www.mytdox.com and www.tdox.it as part of the Free Version or on the basis of an Order Form.
“Purchased Services” means the Services that you and your Affiliates purchased under an Order Form, other than those provided under the Free Version.
“User service level” A service level is configured for each user registered in the system, this setting determines which features are available to the user.
“Users” means the persons authorized by you to use the Services, for whom subscriptions to a Service have been purchased and who have received user identification data and passwords from you (or from Us at your request). Users, by way of example but not limited to, may include your employees, consultants, suppliers and agents; or third parties with whom you have commercial relations.
“Active users” are all users registered and set in a status other than disabled in the service administration panel
“You” or “Your” means the company or other legal entity for which you accept this Agreement and the Affiliates of such company or entity.
“Your Data” means all electronic data or information provided by You to the Services purchased.
2. FREE VERSION
We will make a free version of TDOX available to you until one of the following events occurs:
(a) failure to use the FREE version of the system for 12 consecutive months;
(b) the start date of any of the purchased Services ordered by You.
Additional terms and conditions relating to this version can be found on the registration web page for the free version.
Each of these terms and conditions are binding and form an integral part of this Agreement.
Any customization made to the services by you or on your behalf, while using the Free Version, will be irretrievably lost after not using the service for 12 consecutive months.
While using the free version, the data collected by the apps, older than 30 days, will be irretrievably lost unless you purchase a subscription or manually download them.
The free version also has these operating limitations:
1. The activation of a maximum of one (1) user and one (1) device is allowed.
2. The collected data will remain in the archives for a maximum of 30 days, after which they will be automatically deleted.
3. The number of documents that the apps can fill in is limited to one hundred (100) documents / month.
4. Excel file imports are limited to 50 lines per file.
5. The integration and office automation services cannot be used.
Except as provided for in Article 9 (guarantees and exclusions) during the use of the Free Version, the services are provided “as is”, without any guarantee. While using the free version, please thoroughly learn the features and functions of the Services before making your purchase.
3. MOBILE CLIENT SOFTWARE
3.1 License Grant.
Under the terms of this contract, WHILE TRUE SRL, grants you a limited, non-transferable, non-sub-licensable and non-exclusive license, and an object code for the mobile client software, to be installed and used only on systems, computers or mobile devices. Authorized, in order to allow the collection of data and the use of the service exclusively for the number of users activated by you in the system.
3.2 License Restrictions. You are not allowed:
(i) modify, translate, re-engineer, disassemble or otherwise try to discover the source code, the underlying idea or the algorithm of the Mobile Client Software, unless national legislation expressly prohibits these limitations;
(ii) create Mobile Client Software with the same operation as the one proposed;
(iii) use the Mobile Client Software for performance comparisons or “benchmarking” activities;
(iv) copy, rent, lease, distribute or otherwise transfer the rights reserved to this Mobile Client Software;
(v) remove any symbols or labels indicating ownership on the Mobile Client Software.
4.1 Guarantee of access.
Subject to the terms and conditions of this Agreement, WHILE TRUE SRL, will recognize the rights of access to the services offered on the website www.mytdox.com, only in accordance with this Agreement, only for the use of Mobile Client Software, only for your internal business purposes and for the number of users you have activated in the system.
Each user must have a unique username in the system.
The sharing of usernames among multiple users is expressly prohibited and in contrast with the same Agreement.
The service requires you to register or create an account to be used for all or part of the services offered.
To do this, you will be asked to provide, or choose, a password, a user ID, and / or other information, such as credit card details, to pay for the Service.
By accepting, you ensure that all information provided is real and up-to-date. If the information changes, you need to update it immediately by modifying your Customer Profile in the appropriate section.
You alone are responsible for maintaining the confidentiality of your registration information. You alone are responsible for the use of the service performed by you or by any other person authorized to access the Services.
If you have reason to believe that your account is no longer secure (e.g. loss, theft, unauthorized disclosure or use of your Registration information or the computer or mobile device used to access the Services), you must change your Registration Information immediately and notify WHILE TRUE SRL through the ‘Contact Us’ page on the website www.tdox.it.
If you install software or enable any service that collects information from the TDox Service on any mobile device or computer, it is your responsibility to structure the integration in order to prevent unauthorized access to your information or your account.
4.4 Use of the service.
Unless otherwise specified, the Service is for internal use only.
You authorize the use of the Service only for legal purposes and the acknowledgment of this subjects you to civil and criminal liability.
You guarantee not to do, or try to do, any of the following actions, unless they are expressly authorized or enabled by WHILE TRUE SRL:
(i) access to the service in a way or through an interface that is not provided or authorized by WHILE TRUE SRL, including, but not limited to, any type of automatic means (eg: scripts or bots);
(ii) reproduce, duplicate, copy, sell, market, resell or exploit the service;
(iii) republish or syndicate the information available on the Service.
4.5 User conduct.
You agree not to use the Service to upload, publish, transmit, share, store or otherwise make available any content that we believe may be harmful, illegal, threatening, defamatory, transgressive, abusive, provocative, harassing, vulgar, obscene, fraudulent, infringing on privacy or publicity rights, abhorrent, racist or in any other objectionable way.
Furthermore, you agree not to upload, publish, transmit, share or otherwise make available any advertising, promotion, incitement, “junk mail”, “spam”, “chain kletters”, “pyramid scheme” or any other form of solicitation. unwanted or unauthorized.
You warrant that you will not use the Service to violate, abuse or infringe any third party’s rights, including proprietary rights.
4.6 Agreement and Compliance with the Law.
You agree to use the Service only for purposes recognized by law, regulation or regulation and permitted by this Agreement.
You agree not to disturb, destroy, attack, modify or interfere with the Service or its software and hardware and / or associated servers in any way, and you agree not to impede or interfere with any other use of the Service.
You also agree not to alter or damage any information or material in or associated with the Service. You warrant that you will not try to gain access to the WHILE TRUE SRL software servers, – including the use of administrator passwords or pretending to be administrators while using the Service – except through connection via https request, using the browser Web.
5. INTELLECTUAL PROPERTY
WHILE TRUE SRL and its licensors own all rights, titles and interests, including, without limitation, all intellectual property rights in the Mobile Client Software and / or the Service.
WHILE TRUE SRL may modify or discontinue the offer of the Mobile Client Software or the Service at any time. The Mobile Client Software and the Service are protected by the law of the Italian Republic on intellectual property and by the laws of international treaties. This Agreement gives you no rights unless expressly guaranteed by this document. The Mobile Client Software is licensed and not sold and you are granted the right to access the Service and not a proprietary interest.
5.2 Use of material.
The Service contains material protected by copyright, trademark or other type of intellectual property guaranteed by the national and international state. You may not modify, copy, reproduce, republish, upload, publish, transmit or distribute in any way any type of material, including the code and software of the Service. You may download material from the Service and use the Service for your professional use, provided that you keep all copyrights and other types of intellectual property intact.
5.3 Ownership and control.
The content, organization, graphics, text, images, video, design, HTML language, compilation, trademark, service mark, logo, slogans, advertising and all rest of the material used by the Service, including, without limitation, the “look and feel” of the site, are protected by copyright or any other proprietary right (including but not limited to intellectual property) and are the property of WHILE TRUE SRL or its dealers.
The copying, reorganization, redistribution, modification, use or publication made by you, directly or indirectly, of any part of the site, including but not limited to the removal or alteration of advertising, except for the rights limited to use guaranteed by the same Agreement, are absolutely prohibited.
If you give Feedback, suggestions, testimonials, comments, ideas, ratings, reviews, bug reports, or similar information (“Feedback”), you agree:
(i) the recognition of ownership to WHILE TRUE SRL of all rights, titles or interests affecting the Feedback;
(ii) the use and sharing to WHILE TRUE SRL of anything related to Feedback; And
(iii) that WHILE TRUE SRL could have already contemplated or be in the process of developing similar ideas or the same ideas proposed in the Feedback.
If you do not agree with these terms regarding Feedback, or want to keep the right of any intellectual property contained in a specific Feedback, your only choice is not to subscribe any Feedback to WHILE TRUE SRL.
6. SERVICES PURCHASED
6.1. Provision of Purchased Services.
We will make the Services purchased under this Agreement and the related Order Forms available to you for the entire duration of the agreement.
You agree that your purchases made under this deed are not dependent on the provision of any future functionality or feature, nor on any oral or written representations made by Us in relation to future functionality or features.
6.2. User subscriptions.
(i) the Services are purchased in the form of monthly or annual advance subscriptions per user;
(ii) You are allowed to activate an unlimited number of Users.
(iii) User access subscriptions are intended for designated officers and cannot be shared or used by more than one person;
(iv) After twelve months from the date of collection, the data is deleted from the system, a paid service is available that extends the duration of storage.
7. USE OF THE SERVICES
7.1 Our responsibilities.
We are committed to:
(i) provide you with basic support in connection with the Services purchased at no additional charge and / or additional support if purchased separately,
(ii) make every commercially reasonable effort to make the purchased Services available 24 hours a day, 7 days a week, except in the following cases:
(a) scheduled downtime (with respect to which we will provide at least 8 hours’ notice and which we will schedule, to the extent possible, on Saturdays and Sundays, or
(b) any unavailability caused by circumstances beyond Our reasonable control including – but not limited to – natural disasters, government interventions, floods, fires, earthquakes, civil riots, terrorist acts or other work-related problems (other than those relating to Our employees), or failures or delays due to Internet service operators
(c) provide the Services purchased solely in accordance with applicable laws and regulations.
7.2. Your responsibilities.
You undertake to:
(i) assume responsibility for ensuring the use of the services by Users in compliance with this contract
(ii) be solely responsible for the correctness, quality, integrity and legality of your data and the means by which you have acquired them,
(iii) make every commercially reasonable effort to prevent unauthorized access or use of the Services and immediately notify us of such unauthorized access or use and
(iv) use the Services solely in accordance with applicable laws and regulations.
You are not allowed:
(a) make the Services available to any person other than the Users,
(b) sell, resell, rent or lease the Services,
(c) use the Services to store or transmit any material that is unlawful, defamatory or otherwise illegal or harmful, or to store or transmit any material that violates any third party’s privacy rights,
(d) use the Services to store or transmit harmful or dangerous codes,
(e) damage or alter the integrity or performance of the Services or third party data contained therein,
(f) groped to obtain unauthorized access to the Services, systems or networks relevant to them.
7.3. Limitations of use.
The Services may be subject to other limitations, such as limits relating to disk storage space and the number of calls that can be made with respect to the programming interface of our application.
8. THIRD-PARTY SUPPLIERS
8.1. Acquisition of products and services from third parties.
We can offer third-party applications for sale on the basis of order forms, without guarantees or support. To use the Services, no purchase of third party products or services is required.
8.2. Third Party Applications and Your Data.
In the event that you install or activate Third Party Applications for use with the Services, You recognize Us the right to allow the providers of such Third Party Applications access to Your data, where this is necessary for interoperability between such Third Party Applications.
Third parties and the Services we provide. We will not be responsible for any disclosure, modification or deletion of your data resulting from such access by third party Application providers. The Services will allow you to restrict such access by preventing Users from installing or activating such Third Party Applications for use with the Services.
8.3. Google services. The service functions that operate with Google services depend on the constant availability of the API and the Google program intended for use with the Services. If Google Inc. suspends the availability of the API or the Google program for the operation of the Services, we may suspend the provision of these Service functions without entitling you to reimbursement, credit or other compensation.
9. FEES AND PAYMENTS FOR THE SERVICES PURCHASED
9.1. User fees.
You will undertake to pay the fee specified in the Order Form for each service active in the system based on the provisions of the chosen rate plan (version and variant).
(i) the amount of the fees is expressed and payable in Euros and will be valid for the period indicated in the order form with specific and unique reference to the user service level, at the expiry of the period indicated without the presence of an automatic renewal. user will be automatically disabled.
(ii) the fees are based on the services activated and not on actual use;
(iii) if a user changes the level of service during the reference period, the fee due will be recalculated and charged for the difference;
(iv) the payment obligation cannot be canceled and the fees paid are non-refundable;
9.2. Invoicing and payment.
You will undertake to provide us with your bank or credit card details valid and up-to-date. Your possible communication of credit card data will be equivalent to your authorization to charge by us for all the Services activated for the duration of the initial subscription and for each renewal of the same, according to what is provided for in Section 15.2 (Duration of the subscriptions of the purchased users).
These charges will be made monthly or according to any different billing frequency indicated in the applicable Order Form. It is your responsibility to manage and update your contact information regarding the Services purchased.
9.3. Overdue payments.
Manual payment: If by the due date, We will not receive payment of your charges, at Our discretion, (a) such charges may accrue interest on arrears at a rate of 1.5%, or at the maximum rate permitted by law (with priority given to the lower of the two quoted rates), of the outstanding balance per month from the payment due date until the date of payment and / or (b) we may submit future subscription renewals and Order Forms to new conditions that provide for shorter payment terms than the terms contained in Section 9.2 (Billing and payment).
Automatic payment, by credit card: If the automatic redemption is not successful within the third day, the utilities will be automatically disabled.
9.4. Suspension of service and acceleration.
If the payment term for the amounts owed by You, under this contract, order forms or under any other agreement for Our services has expired by at least 30 days, We may – without prejudice to all Our other rights – expedite the deadline for the fulfillment of your unpaid payment obligations under such agreements, so that all such obligations become immediately due and payable, as well as suspend Our services to you until full payment of such amounts.
9.5. Payment disputes.
We will not exercise Our rights under Section 9.3 (Overdue Payments) or 9.4 (Suspension of Service and Expedition), in the event that the applicable charges are the subject of a reasonable dispute and activated in good faith and you are cooperating with due diligence. to resolve this dispute.
Unless stated otherwise, Our monthly fees do not include any taxes, fees, duties or similar state taxes of any nature, including but not limited to, value added, sale, use or withholding taxes, down payment, which can be established by any local, state, or foreign authority (collectively referred to as “Taxes”).
It is up to you to pay any Tax related to your purchases based on this deed. If we have a legal obligation to pay or collect Taxes payable by you under this paragraph, the relevant amount will be invoiced to you and paid by you, unless you provide us with a tax exemption certificate authorized by the tax authority. qualified. For the sake of clarity, our liability is limited solely to taxes payable based on Our income, Our assets and Our employees.
11.1. Definition of Confidential Information.
In the context of this contract, the term “Confidential Information” means all confidential information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), both verbally and in writing, to which attributed the character of confidentiality and which must reasonably be understood as confidential, based on the nature of the information and the circumstances of the disclosure.
Your Confidential Information will include your data;
Our Confidential Information will include the Services;
each party’s Confidential Information will include the terms and conditions of this Agreement and all Order Forms, as well as all business and marketing plans, technology and technical information, product plans and designs, and business processes communicated by that part.
However, Confidential Information (other than your own data) will not include information that (i) are or become generally known to the public without breaching any obligations towards the disclosing Party, (ii) were already known to the receiving Party prior to the communication provided by the disclosing Party without breach of obligations towards the disclosing Party, (iii) come from third parties without breach of obligations towards the disclosing Party or (iv) are independently developed by the receiving Party.
11.2. Protection of Confidential Information.
If not permitted in writing by the disclosing Party, (i) the receiving Party shall pay the same level of care as it takes to protect the confidentiality of its own confidential information of a similar type (but in no case never less than reasonable attention) in not disclosing or using the Disclosing Party’s Confidential Information for any purpose outside the scope of this Agreement and (ii) the receiving Party shall restrict access to the Disclosing Party’s Confidential Information to employees, suppliers and agents who need to access it for purposes consistent with this Agreement and who have entered into confidentiality commitments with the receiving Party, which must contain safeguards no less rigid than those prescribed in this deed.
11.3. Protection of your data.
Without prejudice to the foregoing, we will take appropriate administrative, physical and technical protection measures to safeguard the security, confidentiality and integrity of your data. We will not proceed to (a) modify your data, (b) disclose your data, except where this is required by law under the Section 11.4 (Compulsory disclosure) or in the forms expressly permitted in writing by you, or (c) access your data except to provide the Services, prevent or solve technical problems relating to the Services, or at your request, for reasons related to customer assistance.
11.4. Compulsory disclosure.
The receiving Party may disclose the Disclosing Party’s Confidential Information if required to do so by law, provided that the receiving Party provides the disclosing Party with advance notice of such mandatory disclosure (to the extent permitted by law) and reasonable assistance, at cost to charged to the disclosing Party, where the latter intends to oppose the disclosure.
If the Receiving Party is required by law to disclose Confidential Information about the Disclosing Party in civil proceedings to which the Disclosing Party is a party, and if the Disclosing Party does not contest the disclosure, the Disclosing Party will reimburse the Receiving Party for reasonable costs. supported by the latter for the compilation and secure access to such Confidential Information.
12. WARRANTIES AND EXCLUSIONS
12.1. Our guarantees.
We are committed to ensuring that:
(i) the Services will function effectively as indicated and
(ii) without prejudice to Section 8.3 (Google Services), the functionality of the Services will not be materially reduced during the term of the subscription.
For any violations of one of the aforementioned guarantees, the only compensation available to you will be made up of the provisions below in Section 15.3 (Termination for just cause) and Section 15.4 (Refund or payment in case of Withdrawal).
12.2. Mutual guarantees. Each party attests and guarantees that:
(i) has the legal capacity to enter into this Agreement and
(ii) will not transmit any harmful or dangerous Code to the other party (with the exception of Dangerous Codes previously transmitted by the other party, to the party providing the guarantee).
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, BOTH PARTIES DISCLAIM ANY KIND OF WARRANTY, EXPRESS, IMPLIED, MANDATORY OR OTHERWISE.
IN ADDITION, EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
13.1. Compensation from you.
You will defend Us against any Claim made or made against Us by third parties who claim that Your data or your use of the Services in violation of this Agreement, involves a violation or misappropriation of the intellectual property rights of third parties or violate applicable law.
You will also indemnify Us from any damages granted by final judgment and reasonable attorney fees incurred by Us in connection with such Claims, provided that by Us:
(a) written notice of the Claim is immediately provided;
(b) You are entrusted with the control of the defense and the settlement of the Claim (it being understood that you will not be able to settle any Claim if the transaction has not unconditionally exempted us from any responsibility);
(c) all reasonable assistance is provided to you.
14. LIMITATION OF LIABILITY
14.1. Limitation of Liability.
IN NO EVENT WILL THE TOTAL LIABILITY OF EACH OF THE PARTIES, ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IT IS CONTRACTUAL, OR ARISING FROM A CIVIL TORT OR ANY OTHER FORM OF LIABILITY, WILL EXCEED THE TOTAL AMOUNT PAID BY YOU UNDER YOU. OR, IN RELATION TO EACH SINGLE HARMFUL EVENT, THE LOWER AMOUNT BETWEEN 1000 € AND THE AMOUNT PAID BY YOU UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE EVENT. THE ABOVE WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS, PURSUANT TO SECTION 9 (FEES AND PAYMENTS FOR PURCHASED SERVICES).
14.2. Exclusion of consequential and related damages.
IN ANY CASE, NONE OF THE PARTIES SHALL BE LIABLE TO THE OTHER FOR ANY COSTING PROFIT OR FOR INDIRECT DAMAGES, WHETHER CAUSED, WHETHER OF A CONTRACTUAL TYPE, OR ARISING FROM CIVIL TORT OR ANY OTHER FORM OF LIABILITY, INDEPENDENTLY THAT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
14.3. Law 300/1970 on the remote control of workers.
WHILE TRUE SRL disclaims any responsibility for the installation of GPS satellite tracking systems: the licensee will be required to inform their employees of the aforementioned installation required by organizational, production and safety at work and road needs. The system will also be able to detect personal data of workers, the processing of which is legitimized by the completion of the procedures prescribed by art. 4 paragraph 2 of Law 300/1970 concerning the rules on the protection of the freedom and dignity of workers, trade union freedom and trade union activity in the workplace and employment regulations. (Published in the official gazette no.131 of May 27, 1970).
15. DURATION AND WITHDRAWAL
15.1. Termination for just cause. A party may terminate this Agreement for cause:
(i) with written notice of at least 30 days provided to the other party in which a material violation is communicated, provided that the latter has not been remedied within the deadline, or
(ii) if an application for bankruptcy or any other insolvency proceedings, receivership, liquidation or assignment for the benefit of creditors is filed against the other party.
15.2. Refund or payment in case of withdrawal.
In the event of termination by you for just cause, we will reimburse you for any fees paid in advance to cover the remainder of the period of all subscriptions, following the effective termination date. In the event of termination for just cause on our part, you will pay each user fee multiplied by the number of guaranteed minimum unpaid users to cover the remainder of the period provided for in the Order Form, following the effective termination date.
In no case, the resolution will release you from the obligation to pay the fees due in our favor.
15.3. Return of your data.
Upon request submitted by you within 30 days from the date of effective termination of a subscription for purchased Services, we will make available to you a file to download, containing your data in csv (comma separated value) format, accompanied by the attachments in the original format. After the aforementioned 30 days, we will have no obligation to keep or provide you with any of your data and, subsequently, if not prohibited by law, we will delete all your data present in our systems or otherwise in our possession or under our control.
15.4. Provisions that will survive the expiration.
Sections 9 (Fees and payments for Services purchased), 10 (Exclusive rights), 11 (Confidentiality), 12.3 (Limitation of liability), 103 (Indemnity), 14 (Limitation of liability), 15.3 (Refund or payment in case of Withdrawal), 15.4 (Return of your data), 16 (Your counterparty in the contract, Communications, Reference legislation and Jurisdiction) and 17 (General provisions) will survive the termination or expiration of this Agreement.
16. YOUR COUNTERPARTY IN THE CONTRACT, COMMUNICATIONS, REFERENCE LEGISLATION AND JURISDICTION
Your counterparty in this Agreement is:
WHILE TRUE SRL
Via Mazzini, 55C
4603, Castiglione delle Stiviere (MN) – Italy
The person to whom you must address communications under this Agreement is: The competent court is that of Mantua.
16.2. Methods of sending communications.
Unless otherwise specified in this Agreement, all communications, authorizations and approvals under this Agreement must be in writing. The communications sent to you will be addressed to the system administration designated by you in relation to the relevant Services account and, in the case of communications related to billing, to the billing contact identified by you.
16.3. Agreement on the relevant legislation and on the competent court. Each party accepts the aforementioned reference legislation in force regardless of any conflict of law rules and accepts the exclusive jurisdiction of the competent court. The applicable law, or the set of rules applicable to this contract, is Italian law. The parties agree that the Court of Mantua is the only competent court for any dispute that may arise in relation to this contract.
17. GENERAL PROVISIONS
17.1. Relationship between the Parties.
The parties represent independent contractors. The Agreement does not give rise to any partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
17.2. Absence of third party beneficiaries.
This Agreement does not provide for any third party beneficiaries.
17.3. Waiver and cumulative protective measures.
Any omission or delay by either party in exercising rights under this Agreement will not constitute a waiver of the rights in question. Unless otherwise expressly established in this contract, the protection tools provided for therein have an additional and non-exclusive character with respect to any other legal or patrimonial protection instrument belonging to a party.
If any provision of this Agreement is found to be contrary to law by a competent Court, the provision will be amended by that Court and will be interpreted in such a way as to best fulfill the objectives of the original provision, to the fullest extent permitted by law, while the remaining provisions of this Agreement will remain effective.
17.5. Legal fees.
Upon request, You will pay all Our reasonable legal fees or other costs incurred by Us in collecting the monthly fees or charges payable under this Agreement as a result of Your breach of Section 9.2 (Billing and Payment).
Neither party may assign its rights or obligations under this deed, by effect of law or otherwise, without having obtained the prior written consent of the other party (which must not be unreasonably revoked). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including Order Forms), without the consent of the other party, to its Affiliates or in connection with merger, acquisition, corporate reorganization or sale of all (or substantially all) of its assets without the involvement of a direct competitor of the other party.
The only remedy to protect one of the parties for any alleged transfer made by the other party in violation of this paragraph will be constituted – at the choice of the non-transferring party – by the termination of this Agreement upon written notice to the transferring party.
In such event, We will reimburse you for any fees paid in advance to cover the remainder of the period of all subscriptions, following the effective termination date. Without prejudice to the foregoing, this Agreement will be binding and valid on the parties, their respective successors and assignees within the limits of the law.
17.7. Entire agreement.
This Agreement, including all attachments and additions thereto, as well as all Order Forms, constitutes the entire agreement between the parties and replaces all previous or contemporary agreements, proposals or certifications, expressed in writing or oral, in relation to the object. Any changes, corrections or waivers in relation to any provision of this Agreement will not be effective unless they are drawn up in writing and signed or accepted electronically by the party against whom the modification, rectification or waiver may be claimed.
However, limited to any conflict or inconsistency between the provisions set out in the text of this Agreement and the text of its attachments and additions or Order Forms, the terms indicated in the attachments, additions or Order Forms will prevail.
All trademarks shown belong to their legitimate owners; trademarks of third parties, product names, trade names, corporate names and companies mentioned may be trademarks of their respective owners or registered trademarks of other companies and have been used for explanatory purposes and for the benefit of the owner, without any purpose of violation of the Copyright rights in force.