pgf500 Sagl, with registered office at Via San Gottardo 129, 6648 Minusio (CH). Fiscal Code and VAT number, IDI CHE-355.155.441, in the person of its legal representative pro tempore (hereinafter "pgf500") and the Customer, identified with the data provided completing the appropriate registry card in the person of its legal representative pro tempore or otherwise of a prosecutor authorized the signing of this Agreement on behalf of the entity that is (hereinafter, the "Client"), (pgf500 and the Customer, collectively, the "Parties" and each individually a "Party") enter into this agreement (the "Agreement")
pgf500 is a company specialized in the digital business sector;
pgf500 has developed and designed an online digital platform accessible via the Internet in the "Software as a Service" (the "pgf500 Platform") that enables the user to directly manage and own the building or the review of a project and be able to submit a request online capital funds to different types of investors;
The pgf500 Platform is a tool reserved for professional users and the Customer undertakes to use it exclusively in relation to his professional activities and for needs related to it.
In consideration of the premises above the Parties agree and conclude the following Contract of non-exclusive license to use the pgf500 Platform.
User License Agreement
Section 1. Definitions.
In connection with this Agreement are indicated below the meanings attributed to phrases used:
1.1 Privacy Code
It shall be understood as the lgs. 196/2003 and subsequent amendments laying down provision on protection of personal data;
1.3 Date of activation
It shall be understood as the date notified by pgf500 to the customer when the activation of the Platform as a result of remote order online (e-commerce), through internet;
1.4 Expiration date
It shall be understood as the due date of the Contract also intending himself/herself/ itself that following to the first one following renewal on the Platform and highlighted in the reserved area that always appears before using the pgf500 Platform;
It shall be understood as the documents generated by the use of the Platform pgf500 for the construction or the launch of a project with an integrated process and also preparatory to raise capital;
1.6 Privacy disclaimer
It shall be understood as the disclosure viewable at the following URL
1.7 pgf500 API
It shall be understood as the features, tools and applications to integrate with external software such as documentation.
1.8 Intellectual property
It shall be understood as any intellectual property adjusted, from time to time under patent law, semiconductor chip protection, copyright, trade secret, trademark and all other intellectual property rights registered and not registered, as well as any applications, renewals, extensions and restorations thereof, now in force or feasible in the future, in the world;
It shall be understood as the free trial period of fifteen (15) days during which the customer can verify the functionality of pgf500 platform and from which it may be terminated at any time, without any effort and cost.
In addition, for the purposes of this Agreement, please refer to the definitions contained Article 4 of the Privacy Code.
Section 2. Conditions of use of the platform
2.1 User Platform License
pgf500, in compliance with the terms and conditions of this Agreement, is committed to provide the customer with a limited, non-exclusive, embodiment of use of pgf500 Platform, which allows directly to the customer to use and take advantage of analysis capabilities related to them, through application SAAS (Software - AS - A - Service) made available on the Internet. The Customer acknowledges and expressly agrees that pgf500 Platform is a tool reserved for professional users, with the result that this Agreement is not subject to the discipline of consumer contracts. It will still be available to the customer the Trial in the course of which it may verify the pgf500 Platform functionality and in the course of which it may withdraw at any time, without any effort and cost. When using the Platform pgf500 you agree to abide by the instructions defined by pgf500 based on indications in any way arising from laws, regulations, provisions of authorities or self-regulatory codes in force in countries of origin and destination of messages or being transposed pgf500 which intends to follow. It is understood that the processing of data related to the use of the platform will take place in each case in compliance with current standards, it being understood that the customer assumes the role of data processing and pgf500, using for this purpose its organizational structure, assumes the role the controller as further described in section 2.3 below. Due to the nature and operation of pgf500 Platform, the Parties acknowledge that, to the senses and in the limits anticipated from the Contract, it will be the client to directly manage and in autonomy of the tools available on pgf500 and it will be the same Client, under his/her own exclusive responsibility, to predispose the documents through the pgf500 Platform and to manage, as Titular of the treatment, the data.
2.2 Access to the client platform
2.3 Ownership of documents and obligations of the Parties
The contents of documents drawn up by the customer are the exclusive property of the Customer and pgf500 agrees not to make any use other than that intended for the performance of the Contract. In particular pgf500 agrees not to assign or make available to third-party documents, either partially or totally, temporarily or permanently; not to use it in any way, except for statistical purposes and for improving the pgf500 Platform; not to keep copies, except the one essential to the operation of pgf500 platform and in accordance with current legislation. pgf500 will treat the data necessary to send the documents to the recipients of the customer (investor) only as an external manager of the data. To this end, the Customer hereby appoints pgf500 as responsible controller, pgf500 accepts the nomination together with the signing of this Agreement, possessing the technical capacity to fulfill this role, and exclusively in relation to the IT management of the customer database, excluding responsibility for their content and their use by the customer. It remains understood that pgf500 for conducting activities instrumental to the enjoyment by the customer of pgf500 Platform may avail itself of the organizational structure normally used in the performance of treatments carried out. It should be noted in this regard that the manager may use their managers, both internal and external, as well as being in charge of processing, operating in the circle of the operational structure from the also named responsible in relationship to data that the same pgf500 treats on behalf of third.
In such data processing activities, pgf500 agrees to comply with the following instructions given by the Client as owner:
I.use computerized and / or telematics devices with CPU allocated in Cloud AWS, adopting strictly related to performance goals that pgf500 is required to inform the customer and the narrow compliance with applicable provisions, including with regard to data security;
II.take the necessary minimum security measures in line with the provisions of the Privacy Code in force;
III.observe the general security measures arranged by the above regulations and in particular by the Technical Regulations concerning measures Minimum;
IV.avail, as necessary for the execution of this Agreement, the parties who will act as managers or processors and that will then be required to use the data to their attention in the conduct of their business, solely for the purposes of this Agreement and to no further treatment is not expressly authorized by the Customer in its capacity of owner.
The designation of pgf500 in charge of the treatment is adjusted by the following criteria, the person responsible commits to follow:
1.pgf500 guarantees that it will treat the personal data of ownership of the Customer solely to fulfill its contractual obligations under this Agreement. In particular, pgf500 ensures that not disseminate or communicate such information, or make them available, directly or indirectly, to third parties, except for cases in which this is necessary to fulfill legal obligations or under the Contract.
2.pgf500 is committed to providing the customer all the information and assistance necessary for the latter to fulfill its obligations under the Privacy Code, including regulations contained in Annex B (Technical Regulations on minimum security measures).
3.pgf500 guarantees that the personal data and the treatments which pgf500 himself is responsible as head will be protected in compliance with the obligations set out in Articles 31, 33, 34 and 35 of the Privacy Code. In particular, pgf500 guarantees that the personal data to be processed are kept and controlled, also in relation to the knowledge acquired on the basis of technical progress, the nature of the data and the specific characteristics of the treatment, so as to minimize, by means of l ' adopting suitable preventive security measures, the risk of destruction or loss, even accidental, of data, unauthorized access or treatment not allowed or not in accordance with the purposes of collection. In addition, under Article 25 of the Technical Regulations regarding minimum security measures,
4.pgf500 will process by following the instructions given by the customer who, including through regular audits agreed beforehand with the responsible person, will supervise over compliance with legal and contractual provisions. In this sense, pgf500 provide its charge all the instructions and procedures in writing necessary for the respect of the law and of the Contract.
5.The designation of a responsible pgf500 has a duration equal to the duration of this Agreement and shall be deemed to be revoked at the time of the dissolution of this Agreement, for any cause this to happen.
6.Upon dissolution of the contractual relationship, the customer's personal data and copies thereof will be permanently deleted from pgf500 information system (including any paper files), subject to legal obligations, as provided for in art. 2.7 of this Contract.
2.4 Consent of the document recipients
The Customer expressly declares to be aware that the prerequisite for using the pgf500 platform for sending documents in an automated mode is obtaining consent to the receipt of the same by the recipients. The collection of consent affects both the recipients of the documents by email, either by API.
The Customer declares to be aware that pgf500 expressly prohibits:
sending falling material in one of the following case studies: (a) obscene material or in favor of pedophilia; (B) offensive material or purposes contrary to morality; (C) material having purposes contrary to public policy; (D) harmful material rights of third parties; (S) copyrighted material (eg. Books and / or publications or parts of them or whatever); (F) illegally held material (ie. Pirated software, unauthorized copies, etc.). (G) information or databases in contrast to the current regulations of the country of reception and / or origin of messages or otherwise be contrary to the Italian legislation; (H) material that incites violence or hatred; (I) material that sells and promotes services or goods that are illegal in the country of reception and / or origin of messages or otherwise be contrary to the Italian legislation; (J) materials that introduce viruses, Trojans or other malicious and illegal software; (K) messages that refer to services or products such as escort services and meetings; pornography or other sexually explicit content; pharmaceutical products, work from home, online income opportunities and lead generation; online trading, day trading tips, or content related to the stock market; services or gambling products; multi level marketing; affiliate marketing; opportunities for credit recovery and repayment of debt; mortgages and loans; food supplements, herbal and vitamin; objects or references to erotic games for adults;
In all these cases pgf500 reserves the right to reduce the transmission to the exclusion of the risk of further violations, or to permanently stop immediately and also access and use of pgf500 platform and declare the termination of the Contract law infringement proceedings under Article. 7.7 of this Agreement.
The Customer also declares to be aware and accept that the consent must be informed and will have a maximum duration of 24 (twenty four) months, taking into account the last event of declared intention by the person concerned, in accordance with the provisions of the Authority for the protection of personal data for the consents referred to data collected in relation to participation in loyalty programs (so called. fidelity card - the measure of 24 February 2005 - 'fidelity card' and guarantees for consumers. the rules of the Guarantor for loyalty programs ). The Customer undertakes to observe the provisions regarding submission ban on unsolicited communications and we do not want the recipients (in other words sending "spam" and then "spamming"
In the case in which the customer uses the pgf500 Platform for illicit purposes and / or for sending unsolicited or unauthorized, causing for pgf500 consequent inefficiency as the recording of one or more sending IP or the second-level domain associated to the service in use in a Relay Block List or international Blacklist (including, by way of example, URIBL, SURBL, SORBS, SpamCop, Spamhaus, and others), or a blacklisting or block listing relay with an Internet service Provider ( including, by way of example, Google, Microsoft, Yahoo !, AOL, Godaddy, Register, Aruba, Fastweb, Alice and others), the customer will be considered unique and exclusive responsibility for violations committed, exempting from any type of responsibility pgf500, which reserves the right to act in the appropriate forums for damages, against their own or third parties arising from such behavior.
pgf500, at any time, even in advance and since the trial, may suspend the sending of documents by pgf500 Platform. The Customer will have ten (10) calendar days from the date of receipt of the notice sent by the abuse prevention service, to provide the above requested. If the customer refuses to provide the required documentation in the terms mentioned above, and the same is absent, unsuitable or incomplete, for any cause or reason, pgf500 reserves the unquestionable right to reduce the speed of sending up to ' exclusion of the risk of further violations, or to permanently block access to the Platform and declare the termination of the Contract Law for failure to fulfill obligations pursuant to art. 7.7 of this Agreement. In this case pgf500 will not be in any way responsible, nor will it be required to pay any compensation and / or compensation for unused services; pgf500 will in this case entitled to charge the customer the sum of Euro 125,00 (one hundred twenty / 00 euro) as a penalty, except for the right to compensation for any greater damages of any kind directly or indirectly determined due to the utilization of addresses without the requirements of the current legislation and this Agreement.
pgf500 consequently it is released and will be fully indemnified and held harmless by the Customer from any liability arising from the arrangements made by the customer for entering data in the database made available to him for use of pgf500 Platform.
The Customer declares to be aware that all correspondence between you and pgf500, including its employees, can be recorded and archived. pgf500 reserves the right to publish or forward to third parties (such as ISPs or DNSBL) any communication or correspondence between the customer and the Abuse Desk Service, identifiable with the email or email@example.com firstname.lastname@example.org And to communicate to the recipients of the customer, which may be requested following a report received by the Abuse Desk service, the identity of the customer. The Customer shall deliver to respect, with the signing of this Agreement, a wide release in favor of pgf500.
2.5 Sender information
The Customer undertakes to include in any document sent, a section "sender information" is clearly visible (the "about us"), in the text or in the form of direct links. This section should contain the following information:
a) name (name) and residential address of the sender if an individual, in the case of companies, entities and associations in addition to the name (eg. name) and address of the registered office, even the legal form, name of the register registration, register of companies or other business / association register equivalent category with its registration number / registration;
b) contact information, constituted by at least one valid phone number or a contact form in electronic form, in addition to an email address,
c) if available will be provided the identification number for the purposes of VAT, the VAT number for EU / VAT identification number, or other identification number for tax purposes equivalent.
2.6 Additional functionality and interoperability
The pgf500 Platform provides the Client features, tools and applications for integration with external software ( "API" or "interoperability functions") as set out in "pgf500 API" documentation. Through the API the customer has the ability to create custom integrations between pgf500 platform and third-party applications in order to make easier any automatic data updates. The Customer is solely responsible for the use of the interoperability capabilities and undertakes to use them with appropriate tools and in compliance with the contents of this Agreement. The use by pgf500 platform capabilities made available by third parties will be subject to acceptance of the terms and conditions of such third parties.
2.7 The cancellation policy of customer data
After 30 (thirty) days from the expiration date of the Agreement or dissolution for any cause, pgf500 will have the right to delete data stored on your behalf in pgf500 Platform, including any residual credits as specified in Article 7.1. These data will be freely available for downloading from the Customer within the period specified above using standard functionality of pgf500 Platform. In case of suspension of the Platform for administrative irregularities (see Art. 4.2), the customer can access only after removing the cause that led to the block. Notwithstanding this right of cancellation, the longest retention schedules may also be dictated by requirements other than those indicated within this Agreement, in particular in the case of investigation by the Judicial Police or Entities to any controls.
2.8 Customer service
Merely for and instrumental to the enjoyment of pgf500 Platform, pgf500 agrees to provide the Customer Technical Support for reports related to the proper functioning of pgf500 platform in accordance with the provisions in Section 5 Guarantees a minimum level of functionality.
Section 3. Properties and Third Party licensees
3.1 Property pgf500 Platform
pgf500 is the only exclusive owner of all rights and interests to pgf500 Platform, and any intellectual property associated with it, including the developments arising from them. The website, pgf500 Platform and the information contained herein, with the exception of what is mentioned in Article 2.3, are of pgf500 properties. It may not unauthorized copying and dissemination in violation of intellectual property rights.
3.2 Label and logo "pgf500”
Customer acknowledges and agrees that, according to the different subscription purchased by the customer, pgf500 can enter in each message sent by the Customer a statement and / or logo on the pgf500 platform, containing a link to one of pgf500 sites.
3.3 Use in sub license
The appointment of external pgf500 Manager to process the data, according to art. 2.3, the Customer is also extended to treatments that will be made in relation to contractual agreements with their employees sub licensees, for which it is the responsibility of sub licensees themselves cater to appoint retailers as external to the data processing or to identify suitable times organizational arrangements to ensure the safety of the processed data. The Customer undertakes in any case to indemnify and hold harmless pgf500 from any injury that it may suffer because of behavior, breaches or violations of sub licensees, returning the Platform panel activated by retailers in terms of this Agreement.
Section 4. Economic Policy and contract duration
4.1 Commencement, duration and termination of the Contract
The Contract is determined on the basis of the minimum duration and the related selected usage fee by the customer (by way of example and not exhaustive 6, 12 months). The term begins from the date of activation or renewal of the Platform access. It is understood that, if the customer wishes to send notice of termination before the end of the chosen period will still be required to pay the user fee for the entire period. During the trial, the customer can exercise the withdrawal from the Contract of pgf500 platform freely, at no cost and at any time.
4.2 - Consideration, invoicing and payments
For the provision and the use of pgf500 Platform, as well as for the provision and execution of ancillary and instrumental performance under this Agreement and for the use of any additional options offered by pgf500 platform, the customer is obligated to pay a periodic fee and / or a fee one-off in the time and manner specified in the order "Online" with the purchase perfected remote pgf500 on the site, except for the use of any trial period. And done except as anticipated by art. 7.1 below. The payment can be effected by credit card, subject to collection. In case the customer fails to pay the fees as stipulated above will not access the Service Platform. The payment of all amounts due to pgf500 under this Agreement may not be delayed or suspended for any reason, even in the presence of pending disputes on the understanding - even in derogation of art. 1460 of the Civil Code - which the customer can assert their rights only possible through a separate proceeding and only after the complete fulfillment of its obligation to pay the fees. If the renewal of the Agreement the charge should not be successful for any reason (by way of example: expired credit card or absence of necessary funds) this will determine the immediate blocking of-use features and the simultaneous notification of failure payment of the Platform and Customer Contacts selected for receipt of administrative information. After 30 (thirty) calendar days without the customer has made the payment, pgf500 may declare the termination of the contract pursuant to art. 7.7 of the Agreement to proceed to the subsequent cancellation of customer data. Parts stipulate that in case of delay in payment of such fee default interest will be due pursuant to Legislative Decree 231 of October 9, 2002, as amended. The periodic fee of pgf500 Platform, its options, as the benefits and assistance will be subject to annual change effective as of next renewal. In case of increase, pgf500 inform the Customer with notice of at least sixty (60) days before the chosen date, by notice in Platform or by email to email the customer identified in the registry section of the Platform for receipt of administrative data compiled by the customer. The new rates will apply from the date of renewal of the Agreement and will be kept unchanged at least for the next contract period. The customer, in case you do not accept the new rates, it will not renew the subscription.
4.3 Space Platform
The use of space Platform din part of the customer it is strictly limited only for purposes related to the preparation of documents using the pgf500 platform and the use of the same for sending documents to investors within the meaning of this Agreement, therefore the space Platform It is available exclusively for this function related file upload. The Client expressly agrees that principle and, therefore, undertakes not to use it for any purpose or in different ways. The available space is free and unlimited. It can not in any case be loaded single files (images, documents, etc.), Whether they are attached directly or recalled from the link included in the notice sent by the pgf500 Platform, greater than 20 MB in size (twenty megabytes). pgf500 reserves the right to verify, at any time and without notice, the compliance of the files stored in the platform space than as provided in this article. In the case said file resulted not related to sending communications through the pgf500 Platform, they were larger than the maximum allowable limit or otherwise fell within one of the case studies listed in Article 2.4, iv, letter from (a) to (l), pgf500 will proceed to cancel them without any prior notice to the customer.
Section 5. Guarantees a minimum level of functionality
5.1 Availability of pgf500 Platform
With this Contract pgf500 undertakes to make available the pgf500 Platform with an uptime availability rate of 99%, for 24 hours a day, 365 days a year. The Parties acknowledge that in any case can not be attributed to pgf500 the unavailability of pgf500 platform due to the facts and circumstances related to the Customer or persons for whose behavior the customer is required to answer, such as, but not limited to, the availability of suitable Internet at the Customer, hardware problems, software, internal network to the organizational structure of the customer. From the definition of the minimum guaranteed level of functionality ranging excluding routine maintenance communicated to the customer with notice of at least 2 (two) calendar days and extraordinary maintenance communicated to the Customer with advance notice may also be less than 4 (four) hours. During public holidays and from 0:00 to 6:00 on working days, could be possible occasional interruptions necessary for the service maintenance of the program that won’t enter the determination of the least level of functionality guaranteed, and in comparison to which therefore every responsibility is excluded to pgf500.
5.2 Customer service
In instrumental and accessory pathway to ensure the proper use and full functionality of pgf500 Platform, pgf500 is committed to providing technical assistance for reports of problems related to the proper functioning of pgf500 Platform from Monday to Friday during office hours (9:00 to 18:00) , excluding holidays, according to the procedures below and selected by the customer:
[A] EMAIL - technical support via E-mail or by filling out the help form available in the Platform on matters pertaining to the operation of pgf500 platform with taking charge of the problem within 8 working hours and intervention, with the Customer confirmation , carried out within 24 hours (24 working hours are to be understood starting from the moment in which the technical support provides the first load in response to the request socket). The assistance does not include advice on composing messages, the HTML code, the setting and the quality of communication, on deliverability issues (deliverability of messages).
[B] EMAIL TELEPHONE + - Support via Email and telephone (activation form dedicated to the Reserved pgf500.com) on issues related to the functioning of pgf500 platform. The assistance does not include advice on composing messages, the HTML code, the setting and the quality of communication. assistance on issues concerning the deliverability (deliverability of messages) is not included. Taking charge of part of the request for support within 4 working hours. Intervention with a request for feedback from the customer within 16 working hours from taking charge of the problem (the 16 working hours are to be understood starting from the moment in which the technical support provides the first response of load of the request socket ). The response times are guaranteed from the moment when all relevant information to identify the application in its entirety has been provided. The telephone support, referred to in this option, is delivered as a result of the opening of the relevant request (Ticket) in telephone mode or by email, in accordance with the mode and timing specified above; in the event of first contact by telephone the operator will collect information from the customer and the activation of the Support Ticket. in accordance with the mode and timing specified above; in the event of first contact by telephone the operator will collect information from the customer and the activation of the Support Ticket. In accordance with the mode and timing specified above; in the event of first contact by telephone the operator will collect information from the customer and the activation of the Support Ticket.
5.3 List contacts allowed to request assistance
Technical assistance by e-mail via Email, referred to in paragraph 5.2, it will be delivered by pgf500 exclusively to contacts (email addresses) entered by the customer in advance of Administrative Contacts list selected for receipt of information techniques into pgf500 section of the platform. It will be the exclusive responsibility of the customer to keep constantly updated that list. pgf500 shall in no event be liable for technical assistance provided as a result of failure / delayed update or wrong or negligent completion by the Customer of the list of Administrative Contact authorized to request a service call.
Section 6. Declarations, guarantees, responsibilities and limitations
Customer Guarantees. Customer represents and warrants that: (i) that all information provided by Customer to pgf500 are complete, correct and up to date, including data entered into the "Management" menu, and in particular in the section Administrative Contact, available within the pgf500 Platform; (Ii) to be empowered to authorize, and to authorize pgf500 to exercise all the rights necessary for ensuring the execution of this Agreement. Nothing in this Article is to limit or exclude any liability of any of the Parties for willful misconduct or gross negligence.
pgf500 of Warranties. pgf500 represents and warrants that: (i) has carried out all necessary corporate actions and has full power and authority and all rights necessary to enter into and execute the terms of this Agreement and grant the license rights enunciated, and that the conclusion and execution of this Agreement and the granting to the Client of the stated rights do not violate or conflict with the rights of others; (Ii) the pgf500 Platform and related documentation are genuine pgf500 pgf500 and that neither the platform nor the documentation crashing, or otherwise violate any copyright, patent, trademark, trade secret, or other intellectual property rights held by third parties .
6.2 Responsibility of the information published
In view of the nature and characteristics of the pgf500 platform and of its operation, the customer, also acting as responsible for the fact of its employee, salesman or auxiliary under Articles. 1228 and / or 2049 cc, is committed to integrally hold harmless and indemnify pgf500 in the case where the latter is required or sealing, either directly or in solid, both out of court is judicially, to pay amounts, by way of example and not limitation, in by way of damages, compensation, penalties (criminal, administrative, fiscal or otherwise) in relation to the content of the communications and information passed through or otherwise transmitted via the pgf500 Platform, the legitimacy, as well as the behavior of the customer, by staff, employees, associates of the latter, as end users, or otherwise by any person for whose actions the customer is required to respond to provision of law or contract. The civil and criminal liability in respect of information published through the service offered by pgf500 remains the sole responsibility of the customer.
6.3 Responsibility for the customer defaults
The Customer undertakes to hold fully harmless against pgf500 from all damages, losses, liabilities, costs, charges and expenses, including legal fees, that may be suffered or incurred by pgf500 or which it would request object payment, and that would not have been so sustained or incurred or required if (i) the customer had fulfilled its obligations with the signing of this Agreement and (ii) the representations and warranties provided by the customer with the signing of this Agreement had been true, correct, complete and not misleading. The Customer also promises to hold fully harmless against pgf500 from all damages, losses, liabilities, costs, charges and expenses, possible legal expenses that had to be suffered or sustained by pgf500 or of which the same pits of object of application of payment, however connected to the dispatch of contained information inside the messages of the Client, also in hypothesis of reimbursement you may pretend by a third party or other title.
6.4 Responsibility for use of the platform
The Customer acknowledges and agrees that the use of pgf500 platform will, in compliance with this Agreement, in full autonomy and that, therefore, the Client will be solely and directly responsible. The customer agrees to communicate and to subscribe to its employees, and all those who will still have access to pgf500 Platform under the existing relationship with the customer, the commitment to observe the obligations arising out of this Agreement, making sure in each case that they they are aware of and committed to doing everything possible to ensure that these obligations are duly observed. pgf500 and its servants and / or employees do not assume any responsibility for the use of pgf500 Platform by the Client and to this end the Client shall irrevocably expressly dispensing beneficiary third state from the burden of wanting to profit, to keep fully harmless against pgf500 and its employees and associates from any damage or injury, whether in contract, tort, which may arise, directly or indirectly, by the mode of use of pgf500 Platform and execution of this Agreement by the Customer. These provisions remain valid and effective even after the termination of the effects of this Agreement, for any cause occurred, including expiration, termination or cancellation thereof.
6.5 Defaults to due to external events
pgf500 not be held in any way responsible for the malfunction of pgf500 Platform or the impossibility or difficulty to perform additional services resulting from liability of telephone lines managers, electrical, and national and global networks, for example, but not limited to following faults, overloads, outages, etc..
6.6 Acts of God
pgf500 can not be held responsible in any way for non-implementation of this Agreement arising from causes beyond its sphere of reasonable control, or by force majeure or unforeseeable circumstances, such as, by way of example and not exhaustive, riots, acts of terrorism and war, strikes, riots, tornadoes, hurricanes, floods, fires, landslides and mudslides.
6.7 Breaks for exceptional events
pgf500 undertakes to maintain the efficiency and functionality of the pgf500 Platform; if it were forced to stop using it for exceptional events or for maintenance, will as quickly as possible such interruptions or suspensions, providing timely updates in the Platform to the Client. pgf500 define the appropriate procedures for access and reserves the right to improve them at any time; It will also provide to the customer, at the request of the same, all the technical specifications to be able to access the platform and make it correctly pgf500 use in accordance with this Agreement.
6.8 Defaults on account of third parties
pgf500 shall not be liable in respect of acts or omissions of third parties which affects the operation of pgf500 Platform, including, but not limited to, the slow speed or failure of telephone lines and computer networks that traffic telematic between the Customer and pgf500 Platform.
6.9 Third Party Services
In the event that the Customer uses pgf500 functionality of the platform provided by third parties, including network operators, will apply to the following provisions: pgf500 allows access to those capabilities still understood that they are subject to terms, conditions and limitations imposed by suppliers and that in no case pgf500 be liable for failure or incorrect operation of the same. If third parties change, suspend or interrupt the provision of such features, pgf500 will consequently change, suspend or terminate your access to these services without notice. Additionally, pgf500 will be entitled to suspend the use of pgf500 platform that is directly dependent on services provided by these third parties. In any case it affects the right to pgf500, where necessary, to make use of different providers in order to guarantee the functionality of the platform pgf500. In this regard, Customer authorizes pgf500 to provide these third parties all the necessary information.
6.10 Sending Documents
The documents are sent when they are sent from the platform pgf500 the planned destination of the Platform, including, but not limited to: SMTP server, mobile telecommunications networks or any intermediary server or API to third party service providers. You acknowledge and agree that the third party suppliers may terminate without prior notice the services provided to the pgf500 or suppliers. In this case, the messages are not delivered to the destination, without this being in any way attributable to pgf500. The receipt of the document number is available but not guaranteed: when the service provider or the mobile telecommunications operator provides it is reported by the Platform. The Client acknowledges that the sending of communications, due to the intrinsic technological characteristics, it is not to be used in cases where the non-receipt of a document, total and / or within a certain time, is likely to produce damage to the Client or third; pgf500 does not guarantee delivery of communications and the constant availability of pgf500 Platform and, in case of failure and / or delayed delivery, or lack of delivery receipt, is in no way responsible for either directly or indirectly to the Client and / or any third party. pgf500 also reserves the right to exclude sending some recipients or groups of recipients that can compromise the quality of transmission individually or as a whole (Ex. Spamtrap).
6.11 Limitation of Liability
Except in cases of willful misconduct or gross negligence, the liability of pgf500 for failure to fulfill obligations under this Agreement shall in no case exceed the amount equal to 20% of the amount paid by the Customer to pgf500 in the period between the date of the last renewal / expiration of the Platform, or from the date of activation if it is not addressed any subsequent renewal / expiry date, and the date on which, during its term of contract, it is for the first time the damage occurred, by comparing the periodic fee referred to above proportion to the period mentioned above, up to a maximum of 12 months.
Section 7. Data Ownership on the use of the platform by customers and conditions of use of the platform
7.1 Aggregated data
As established by the Parties, pgf500 owns all rights to the use of statistical information, data and related analysis in aggregate form, from the use of pgf500 platform by its customers. These aggregated data do not include personal data and the Customer expressly authorizes pgf500 to use the same in order to improve the functionality of pgf500 platform or at the end of Statistics always be published in aggregate form information.
The Customer authorizes the use by pgf500 of its name and logo in presentations, marketing materials, customer lists, financial reports. Except as provided in the previous articles. 3.1 and 3.2 of this Agreement, your use of the logo of the customer, the trade name and any other distinguishing feature on the pgf500 platform must be previously requested by the Customer in writing and authorized, always in writing, by pgf500.
7.3 Free trial
pgf500 may offer free trial periods of pgf500 platform to new customers. This trial period is to be understood as the only objective to test the functionality. It is accepted that a customer the same active more than 1 (one) Test Platform. No fee is payable for the free trial. The free trial Platform will be automatically canceled after 2 (two) months from the deadline. Upon completion of any free trial period, if the customer explicitly confirms the intention to benefit from the pgf500 Platform, it is required to pay the anticipated periodic fee based on the contractual form which has chosen to join. Access to pgf500 Platform may be suspended until such time as payment is actually received. If purchased by the customer, they will be charged costs or fees relating to additional services ancillary to pgf500 Platform.
7.4 Assignment of Contract
pgf500 will have the right to assign or otherwise transfer to third parties the rights and obligations contained in this Agreement. The customer will have the right to sell and otherwise transfer the rights and obligations under this Agreement, prior written consent of pgf500 by filling out a special document that will be made available upon customer request. In any case, according to the provisions of article 1408 of the Civil Code, pgf500 advance claims not to release any transferor customer and retain the right to act against him if the transferee does not fulfill its obligations. In the event that the Customer fails to perform its obligations under the present Article. 7.4, pgf500 may, at its sole discretion: (I) Solve the Contract of law without having anything back to the Client for any service not use it in accordance with art. 7.7;
7.5 Customer data processing
As to any eventuality, provided that in accordance with current regulations personal data is any information relating only to a natural person, the Customer acknowledges that pgf500 will provide for the processing of data (including those related to its delegates and agents appointed by him to manage relationships with pgf500), in accordance with current legislation and, as indicated in the informative Privacy ex art 13 Privacy Code, without the need to acquire an express consent of the customer (in accordance with art. 23 of the Privacy Code) because, inter alia, the processing of such data is necessary to give effect to an agreement which is part of the customer, only and exclusively for the performance of services specified in this Agreement.
7.6 Validity changes and/or additions
7.7 Termination clause
This Agreement will be automatically resolved in accordance with Article 1456 of the Civil Code, by written notice to be sent also by e-mail and / or PEC, in cases of breach of fundamental obligations contained in articles 2.4 - Consent of message recipients, 4.2 - Consideration, invoicing and payments, 7.4 - Transfer of contract; 9.1 - If the customer is placed in liquidation or subject to bankruptcy proceedings. The termination of this Agreement for cases stipulated above, will the right to receipt by the customer communication with which pgf500 declares its intention to invoke the termination clause. In any case it affects the right of pgf500 to demand payment of the fee for the entire agreed period and / or hold him fully even if not fully benefited.
7.8 Validity of the contractual clauses
The clauses of this contract means fully implemented and accepted by the customer even when used without charges and / or temporary of the functionality provided in any capacity by pgf500.
7.9 Income tax expense
Any tax liability arising from the Contract, including any taxes for advertising, is charged to the customer.
7.10 Applicable law and jurisdiction
This Agreement is governed by and construed in accordance with Italian law, and the parties expressly agree that any dispute concerning the validity, effectiveness, interpretation and execution of this Contract shall be subject to the exclusive jurisdiction of the Court of Rome (Italy).
7.11 Final clauses
This Agreement, of which they are an integral and essential all attachments indicated, repeals and replaces any agreement, understanding, negotiation, written or oral, previously intervened between the parties concerning the subject of this Contract.
The fact that one of the parties' failure to enforce promptly accorded to him rights to any provision of this Contract, can never be understood as a general waiver and implied rights and obligations in the established term, or prevent such party from claiming later timely and strict compliance with each and every contractual clause.
The Parties agree that: (a) the electronic notices are considered to be "written" when the applicable law requires as a necessary-called "writing"; and (b) tests in electronic format are admissible in court or any other type of quasi-judicial proceedings between the Parties.
Should one or more clauses of this Agreement is declared invalid or unenforceable by a competent court, the remaining contract will continue to be valid by the Parties, unless such a clause is decisive reason consists in the conclusion of this contract.