Master Account Subscription Agreement
Updated: 13 September 2016
THIS AGREEMENT CONSTITUTES A BINDING CONTRACT ON YOU AND GOVERNS YOUR USE OF AND ACCESS TO THE SERVICES BY YOU, AGENTS AND END-USERS WHETHER IN CONNECTION WITH A PAID OR FREE TRIAL SUBSCRIPTION TO THE SERVICES
By accepting this Agreement, either by accessing or using a Service, or authorizing or permitting any Agent or End-User to access or use a Service, You agree to be bound by this Agreement.
If You are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to Solution Group srl that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Subscriber,” “You,” “Your” or a related capitalized term herein shall refer to such Entity and its Affiliates.
If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not use any of the Services.
When used in this Agreement with the initial letters capitalized, in addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings:
Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”)
means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise
Agent: means an individual authorized to use the Service through Your Master Account as an agent and/or administrator as identified through a unique login.
Agreement: means the Master Account Subscription Agreement together with any and all Supplements, Additional Terms and Order Forms.
API: means the application programming interfaces developed and enabled by Solution Group that permit Subscribers to access certain functionality provided by the Services,
including, without limitation, the REST API that enables the interaction with the Services automatically through HTTP requests and the application development API that enables the integration of the Services with other web applications.
Confidential Information: means all information disclosed by You to Solution Group or by Solution Group to You which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure,
including, but not limited to, information relating to Solution Group’s security policies and procedures.
For purposes of this Agreement, this Agreement as well as Service Data shall be deemed Confidential Information.
Notwithstanding the foregoing, Confidential Information shall not include information that
(a) was already known to the receiving Party at the time of disclosure by the disclosing Party;
(b) was or is obtained by the receiving Party by a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information;
(c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or
(d) was or is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information.
Consulting Services: means consulting and professional services (including any training, success or implementation services) provided by Solution Group or its authorized subcontractors as indicated on an Order Form or other written document.
Directive: means Directive 95/46/EC on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data.
Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Services or describing Service Plans, as applicable, provided or made available by Solution Group to You in the applicable help center(s);
provided, however, that Documentation shall specifically exclude any “community moderated” forums as provided or accessible through such knowledge base(s).
End-User: means any person or entity other than Subscriber or Agents with whom Subscriber or its Agents interact using a Service.
Master Account: means any instances created by or on behalf of Subscriber or its Agents within the Services.
Order Form: means any of Our generated service order forms executed or approved by You with respect to Your subscription to a Service,
which form may detail, among other things, the number of Agents authorized to use a Service under Your subscription to a Service and the Service Plan applicable to Your subscription to a Service.
Other Services: means third party products, applications, services, software, products, networks, systems, directories, websites,
databases and information which a Service links to, or which You may connect to or enable in conjunction with a Service, including, without limitation, Other Services which may be integrated directly into Your Master Account by You or at Your direction.
Payment Gateway: means the payment agent designated by Solution Group.
If You choose to pay for the Service with a credit card or certain other payment instruments Solution Group designate the Payment Agent to be Stripe Inc., 185 Berry Street Suite 550 San Francisco, CA 94107.
Personnel: means employees and/or non-employee service providers and contractors of Solution Group engaged by Solution Group in connection with performance hereunder.
Processing/To Process/Processed: means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means,
such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
Service(s): means the products and services that are ordered by You online through a link or via an Order Form referencing this Agreement, whether on a trial or paid basis, and made available online by Us,
via the applicable subscriber login link and other web pages designated by Us, including, individually and collectively, the applicable Software, Updates, API, Documentation, and all applicable Associated Services
that You have purchased or deployed or to which You have subscribed (“Deployed Associated Services”). “Services” exclude Other Services as that term is defined in this Agreement.
From time to time the names and descriptions of the Services or any individual Service may be changed. To the extent Subscriber is given access to such Service as so described by virtue
of a prior Order Form or other prior acceptance of this Agreement, this Agreement shall be deemed to apply to such Service as newly named or described.
Service Data: means electronic data, text, messages, communications or other materials submitted to and stored within a Service by You, Agents and End-Users
in connection with Your use of such Service, which may include, without limitation, Personal Data.
Service Plan(s): means the packaged service plan(s) and the functionality and services associated therewith (as detailed on the Site applicable to the Service) for the Services to which You subscribe.
Site: means a website operated by Solution Group, including www.fastservice.cc, as well as all other websites that Solution Group operates.
Solution Group: means Solution Group srl or any of its successors or assignees. Solution Group srl is an Italian limited liability company,
having its main place of business at Via Ferrarese 33 44042 Cento-FE Italia.
Software: means software provided by Solution Group (either by download or access through the internet) that allows Agents or End-Users to use any functionality in connection with the applicable Service.
Subscription Term: means the period during which You have agreed to subscribe to a Service with respect to any individual Agent.
Supplemental Terms: means the additional terms and conditions that are
(a) contained in this Agreement under the Section entitled, “Supplemental Terms and Conditions” which apply and are incorporated into this Agreement with certain Services, features, or functionality;
(b) included or incorporated on an Order Form (e.g. when a Deployed Associated Service is purchased); or
(c) applicable to Consulting Services when purchased by You.
Usage Data: means aggregated encoded or anonymized data that Solution Group may collect about a group or category of services,
features or users while You, Your Agents or End-Users use a Service for certain purposes, including analytics, and which does not contain Personal Data.
“We,” “Us” or “Our”: means Solution Group as defined above.
2. General conditions; access to and use of the Services
2.1 During the Subscription Term and subject to compliance by You, Agents and End-Users with this Agreement, You have the limited right to access and use the Service consistent with the Service Plan(s)
that You subscribe to, together with all applicable Deployed Associated Services, for Your internal business purposes. We will:
(a) make the Services and Service Data available to You pursuant to this Agreement and the applicable Order Forms;
(b) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except
(b.1) during planned downtime for upgrades and maintenance to the Services (of which We will use commercially reasonable efforts to notify You in advance both through Our Site and a notice to Your Account owner and Agents) (“Planned Downtime”); and
(b.2) for any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees),
Internet service provider failure or delay, Other Services, or acts undertaken by third parties, including without limitation, denial of service attack.
2.2 You may not use the Service to provide customer service, support or other outsourced business process services to more than one third party (other than Affiliates) through a single Master Account.
Without limiting the foregoing, Your right to access and use the API is also subject to the restrictions and policies implemented by Solution Group from time to time with respect to the API as set forth in the Documentation or otherwise communicated to You in writing.
2.3 A high speed Internet connection is required for proper transmission of the Services. You are responsible for procuring and maintaining the network connections that connect Your network to the Services,
including, but not limited to, “browser” software that supports protocols used by Solution Group, or other protocols accepted by Solution Group, and to follow procedures for accessing services that support such protocols.
We are not responsible for notifying You, Agents or End-Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet)
which are not owned, operated or controlled by Solution Group. We assume no responsibility for the reliability or performance of any connections as described in this section.
2.4 In addition to complying with the other terms, conditions and restrictions set forth below in this Agreement, You agree not to:
(a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than authorized Agents and End-Users in furtherance of Your internal business purposes as expressly permitted by this Agreement;
(b) use the Services to Process data on behalf of any third party other than Agents or End-Users;
(c) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks;
(d) falsely imply any sponsorship or association with Solution Group,
(e) use the Services in any unlawful manner, including, but not limited to, violation of any person’s privacy rights;
(f) use the Services to send unsolicited or unauthorized bulk mail, junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages;
(g) use the Services to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights;
(h) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components;
(i) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Services;
(j) use the Services to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory;
(k) use the Services to store or transmit any “protected health information” as that term is defined in Directive 95/46/EC, unless expressly agreed to otherwise in writing by Solution Group;
(l) use the Services to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”);
(m) use or launch any automated system that accesses a Service (i.e., bot) in a manner that sends more request messages to a Service server in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; or
(n) attempt to use, or use the Services in violation of this Agreement.
2.5 You are responsible for compliance with the provisions of this Agreement by Agents and End-Users and for any and all activities that occur under Your Master Account, as well as for all Service Data.
Without limiting the foregoing, You are solely responsible for ensuring that use of the Services to store and transmit Service Data is compliant with all applicable laws and regulations as well as any and all privacy policies,
agreements or other obligations You may maintain or enter into with Agents or End-Users. You also maintain all responsibility for determining whether the Services or the information generated thereby is accurate or sufficient for Your purposes.
Subject to any limitation on the number of individual Agents available under the applicable Service Plan(s) to which You subscribed or applicable Deployed Associated Service, access to and use of the Services is restricted to the specified number of individual Agents permitted under Your subscription to the applicable Service.
You agree and acknowledge that each Agent will be identified by a unique username and password (“Login”) and that an Agent Login may only be used by one (1) individual. You will not share an Agent Login among multiple individuals. You and Your Agents are responsible for maintaining the confidentiality of all Login information for Your Account.
2.6 In addition to Our rights as set forth in Sections 2 and 8.4, We reserve the right, in Our reasonable discretion, to temporarily suspend Your access to and use of a Service if We suspect or detect any Malicious Software connected to Your Account or use of a Service by You, Agents or End-Users.
2.7 You acknowledge that Solution Group may modify the features and functionality of the Services during the Subscription Term.
2.8 You may not access the Services if You are a direct competitor of Solution Group, except with Solution Group’s prior written consent. You may not access the Services for the purposes of monitoring performance, availability, functionality, or for any benchmarking or competitive purposes.
2.9 If You register for a free trial for any of the Services, We will make such Services available to You on a trial basis free of charge until the earlier of:
(a) the end of the free trial period for which You registered to use the applicable Service(s);
(b) the start date of any subscription to such Service purchased by You for such Service(s); or
(c) termination of the trial by Us in our sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
ANY SERVICE DATA YOU ENTER INTO A SERVICE, AND ANY CONFIGURATIONS OR CUSTOMIZATIONS MADE TO A SERVICE BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICE AS COVERED BY THE TRIAL,
PURCHASE THE APPLICABLE SERVICE, OR EXPORT SUCH SERVICE DATA, BEFORE THE END OF THE TRIAL PERIOD.
3. Confidentiality Security and Privacy
3.1 Subject to the express permissions of this Agreement, each Party will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information,
but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each of us may use each other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under this Agreement
and shall disclose such Confidential Information:
(a) solely to the Personnel who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information;
(b) as necessary to comply with an order of any administrative agency or court of competent jurisdiction; or
(c) as reasonably necessary to comply with any applicable law or regulation.
The provisions of this Section 3.1 shall supersede any non-disclosure agreement by and between the Parties that would purport to address the confidentiality and security of Service Data and such agreement shall have no further force or effect with respect to Service Data.
3.2 Solution Group will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data, as described in the Agreement,
the Supplemental Terms entitled, “How We Protect Service Data” attached hereto, and Supplemental Terms for the Deployed Associated Services, as applicable. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Service Data by Personnel except:
(a) to provide the Services and prevent or address service, support or technical problems;
(b) as compelled by law in accordance with Sections 3.1(b) or 3.1(c);
(c) in accordance with the provisions of Section 3.4; or
(d) as You expressly permit in writing. Solution Group’s compliance with the provisions of Sections 3.2 through 3.5 shall be deemed compliance with the Solution Group’s obligations to protect Service Data as set forth in the Agreement.
3.3 To the extent Service Data constitutes Personal Data, You and Solution Group hereby agree that You shall be deemed to be the data controller and the relevant entity in Solution Group Party shall be deemed to be
the data processor as those terms are understood under the Directive (and any applicable national legislation implementing the Directive). Unless otherwise specifically agreed to by Solution Group, Service Data may be hosted by Solution Group
or their respective authorized third-party service providers in Italy, the European Economic Area (the “EEA”) or other locations around the world.
In providing the Services, Solution Group will engage entities within Solution Group and other authorized service providers, to Process Service Data, including and without limitation, any associated Personal Data pursuant to this Agreement
within the European Economic Area (the “EEA”) and in other countries and territories. Under no circumstances will any entity in Solution Group be deemed a data controller with respect to Service Data under the Directive or any relevant law or regulation of any Member State as defined in the Directive.
3.4 If Your principal location is in the EEA, We will ensure, pursuant to Article 25 of the Directive that, to the extent that any Service Data constitutes Personal Data, if Service Data is transferred to a country or territory outside of the EEA (a “non-EEA country”), that such transfer will only take place if:
(a) the non-EEA country in question ensures an adequate level of data protection;
(b) one of the conditions listed in Article 26(1) of the Directive is satisfied; or
(c) the transfer is via the EU-US Privacy Shield or Swiss-US Safe Harbor frameworks
3.5 You agree that Solution Group and the third-party service providers that are utilized by Solution Group to assist in providing the Services to You shall have the right to access Your Master Account
and to use, modify, reproduce, distribute, display and disclose Service Data to the extent necessary to provide the Services, including, without limitation, in response to Your support requests.
Any third-party service providers utilized by Solution Group will only be given access to Your Master Account and Service Data as is reasonably necessary to provide the Services and will be subject to
(a) confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in Section 3.2; and
(b) their agreement to comply with the data transfer restrictions applicable to Personal Data as set forth in Section 3.4.
3.6 In addition to Service Data, We collect certain information (which may include Personal Data) about You, Agents and End-Users as well as Your and their respective devices, computers and use of the Service. This includes, among other things:
- Collecting analytics information when You use the Services. In the Services, analytics information may consist of the feature and function of the Service being used, the associated domain name,
the username and IP address of Your Agents or End-Users, additional information required to detail the operation of the function, and which parts of a Service are being affected.
The analytics information that Solution Group collects may include elements of Service Data related to the function the Agents or End-Users are performing.
- Aggregating information related to the use of the Services and publishing this information, as segmented by industry, geography and other metrics to provide qualitative insight on customer support metrics and other relevant insights
- Collecting Usage Data which is used to help understand trends in usage of the Services.
In addition to collecting and using Usage Data ourselves, Solution Group may share the Usage Data with third parties, including Our subscribers, partners and service providers, for various purposes,
including to help Us better understand Our subscribers’ needs and improve Our Services. We may also publish Usage Data to provide relevant information about the Services and for purposes of marketing.
4. Intellectual property rights
Each Party shall retain all rights, title and interest in and to all its respective patents, inventions, copyrights, trademarks, domain names, trade secrets,
know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to You, Agents and End-Users to use the Service(s) under this Agreement do not convey any additional rights in the Service(s)
or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Service(s) as expressly stated herein, all rights, title and interest in and to the Services and all hardware,
Software and other components of or used to provide the Services, including all related Intellectual Property Rights, will remain with Solution Group and belong exclusively to Solution Group.
Solution Group shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify,
commercially exploit, and/or incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You, Agents, End-Users, or other third parties acting on Your behalf.
Solution Group’s other product and service names and logos used or displayed in or on the Services are registered or unregistered trademarks of one or more members of Solution Group (collectively, “Marks”),
and You may only use applicable Marks to identify You as a Subscriber; provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent Us, Our services or products.
5. Third party services
If You decide to enable, access or use Other Services, be advised that Your access and use of such Other Services are governed solely by the terms and conditions of such Other Services, and We do not endorse, are not responsible or liable for,
and make no representations as to any aspect of such Other Services, including, without limitation, their content or the manner in which they handle, protect, manage or Process data (including Service Data) or any interaction between You and the provider of such Other Services.
We cannot guarantee the continued availability of such Other Service features, and may cease enabling access to them without entitling You to any refund, credit, or other compensation, if, for example and without limitation,
the provider of an Other Service ceases to make the Other Service available for interoperation with the corresponding Service in a manner acceptable to Us. You irrevocably waive any claim against Solution Group with respect to such Other Services.
We are not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Other Services, or Your reliance on the privacy practices, data security processes or other policies of such Other Services.
You may be required to register for or log into such Other Services on their respective websites. By enabling any Other Services, You are expressly permitting Solution Group to disclose Your Login, as well as Service Data as necessary to facilitate the use or enablement of such Other Services.
6. Billing, Plan mondifications and Payments
6.1 Unless otherwise indicated on an Order Form referencing this Agreement, in the Additional Terms (as defined in Section 12.2) and subject to Section 6.2, all charges associated with Your access to and use of a Service (“Subscription Charges”)
are due in full upon commencement of Your Subscription Term, or, with respect to a Deployed Associated Service, at the time such Deployed Associated Service is purchased, subscribed to or otherwise deployed.
If You fail to pay Your Subscription Charges or other charges indicated on any Order Form within five (5) business days of Our notice to You that payment is due or delinquent, or if You do not update payment information upon Our request,
in addition to Our other remedies, We may suspend or terminate access to and use of such Service by You, Agents and End-Users.
6.2 If You choose to increase the number of Agents authorized to access and use the Service, any incremental user will be charged at the moment of increase and counted in the next monthly billing of Your current Subscription.
If you chose to decrease the number of Agents authorized to access and use the Service, any decremental user will remain in charge until the end of the monthly billing period, and will be discounted in the next .
6.3 Our charges do not include VAT (“Taxes”) if you are not an Italian company; Our charges include VAT if you are an Italian company or a private citizen.
6.4 The Master Account owner will receive a receipt from within the Services to track subscription status.
You hereby authorize the Payment gateway to bill Your credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the Service Plan for the Services until Your subscription to the Services terminates,
and You further agree to pay any Subscription Charges so incurred. If applicable, You hereby authorize Solution Group and the Payment gateway to charge Your credit card or other payment instrument to establish such prepaid credit.
You agree to promptly update Your Account information with any changes (for example, a change in Your billing address or credit card expiration date) that may occur.
6.5 Payments made by credit card, debit card or certain other payment instruments for the Service are billed and processed by Fastservice’s Payment Gateway.
The Payment gateway is not Solution Group, the Payment Gateway is acting solely as a billing and processing agent for and on behalf of Solution Group and shall not be construed to be providing the applicable Service.
7. Coupons policy
We may, at Our sole discretion, choose to offer coupons for the Services.
Solution Group reserves the right to award coupons at its sole discretion. Coupons may only be applied to Subscription Charges due for the Service specifically identified by Solution Group when issuing the coupon.
Coupons can only be used by You and are non-transferable.
8. Cancellation and Termination
8.1 Either Party may elect to terminate Your Master Account and subscription to the Service as of the end of Your then current Subscription Term by providing notice,
in accordance with this Agreement, on or prior to the date thirty (30) days preceding the end of such Subscription Term. Unless Your Master Account and subscription to the Service is so terminated, Your subscription to the Service
will renew for a Subscription Term equivalent in length to the then expiring Subscription Term. Unless otherwise provided for in an Order Form,
the Subscription Charges applicable to Your subscription to the Service for any such subsequent Subscription Term shall be Our standard Subscription Charges for the Service Plan
to which You have subscribed, as applicable, as of the time such subsequent Subscription Term commences.
8.2 No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You elect to terminate Your subscription to the Service
or cancel Your Master Account prior to the end of Your then effective Subscription Term.
8.3 We reserve the right to modify, suspend or terminate the Services (or any part thereof), Your Master Account or Your and/or Agents’ or End-Users’ rights to access and use the Services,
and remove, disable and discard any Service Data if We believe that You, Agents or End-Users have violated this Agreement. Unless legally prohibited from doing so, We will use commercially reasonable efforts to contact You directly via email
to notify You when taking any of the foregoing actions. We shall not be liable to You, Agents, End-Users or any other third party for any such modification, suspension or discontinuation of Your rights to access and use the Services.
Any suspected fraudulent, abusive, or illegal activity by You, Agents or End-Users may be referred to law enforcement authorities at Our sole discretion.
8.4 A Party may terminate this Agreement for cause
(a) upon thirty (30) days’ written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period; or
(b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
8.5 Upon request by You made within thirty (30) days after the effective date of termination or expiration of this Agreement, We will make Service Data available to You for export or download as provided in the Documentation.
After such 30-day period, We will have no obligation to maintain or provide any Service Data, and, as provided in the Documentation, will have the right to delete or destroy all copies of Service Data in Our systems or otherwise in Our possession or control, unless prohibited by law.
9. Representations, Warranties and Disclaimers
9.1 Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
9.2 We warrant that during an applicable Subscription Term
(a) this Agreement will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data; and
(b) the Services will perform materially in accordance with this Agreement. For any breach of a warranty above, Your exclusive remedies are those described in Section 8.5 herein.
9.3 EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 9.2, THE SITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS,
WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE,
AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
10. Limitation of Liability
10.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS
BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER LOSS OR DAMAGES
INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR CONSULTING SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
10.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SOLUTION GROUP’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH ANY SUBSCRIPTION TO, OR USE OR EMPLOYMENT OF THE SERVICES,
SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES FOR SUCH SERVICES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 10.2 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES,
WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS AGREEMENT.
10.3 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You.
IN THESE JURISDICTIONS, SOLUTION GROUP’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
10.4 Any claims or damages that You may have against Solution Group shall only be enforceable against Solution Group and not any other entity or its officers, directors, representatives or agents.
11.1 You will indemnify and hold Solution Group harmless against any claim brought by a third party against Solution Group arising from or related to use of a Service by You, Agents or End-Users in breach of this Agreement
or matters for which You have expressly agreed to be responsible pursuant to this Agreement; provided
(a) We shall promptly notify You of the threat or notice of such claim;
(b) You will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, You shall not settle or compromise any claim that results in liability or admission of any liability by Us without Our prior written consent); and
(c) We fully cooperate with You in connection therewith.
12. Assignement, entire Agreement and Amendment
12.1 You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or Your rights under this Agreement or delegate performance of Your duties under this Agreement without Our prior consent,
which consent will not be unreasonably withheld. We may, without Your consent, assign Our agreement with You to any member of Solution Group or in connection with any merger or change of control of Solution Group or the sale of all
or substantially all of Our assets provided that any such successor agrees to fulfill its obligations pursuant to this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
12.2 This Agreement, together with any Order Form(s) and Supplemental Term(s) constitute the entire agreement, and supersede any and all prior agreements between You and Solution Group with regard to the subject matter hereof.
This Agreement shall apply in lieu of the terms or conditions in any purchase order or other order documentation You or any Entity which You represent provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments
which may be relied upon by either Party with respect to the subject matter hereof.
12.3 We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify You not less than ten (10) days prior to the effective date of any such amendment
and Your continued use of the Services following the effective date of any such amendment may be relied upon by Solution Group as Your consent to any such amendment. Our failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement.
13 Relationship of the parties
The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.
All notices to be provided by Solution Group to You under this Agreement may be delivered in writing
(a) by mail to the contact mailing address provided by You on any Order Form; or
(b) electronic mail to the electronic mail address provided for Your Master Account owner.
You must give notice to Solution Group in writing by mail to Via Ferrarese 33, 44042 Cento (FE) Italia, Attn: Legal Department.
All notices shall be deemed to have been given immediately upon delivery by electronic mail; or, if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail as permitted above.
15. Governing law
This Agreement shall be governed by the laws of Italy. Any disputes under this Agreement shall be resolved by the court of Ferrara – Italia.
You hereby expressly agree to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement or access to or use of the Services by You, Agents or End Users.
You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement.
Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department.