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VAT 05021040877
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TERMS AND CONDITIONS
Email : info@sitebuilderbuilder.com
WhatsApp: +39 351 989 1346
The domain name www.sitebuilderbuilder.com and the trademark Site Builder Builder are registered by the company Flazio S.R.L., located in San Giovanni La Punta at Via G. Mazzini n. 2, with a share capital of € 13,500.00. For any necessary information, you can contact Flazio S.R.L. at the email address info@flazio.com and flazio@pec.it.
The registration number in the Business Register is: 337298
The VAT number of Flazio S.R.L. is 05021040877.
The fees for the services provided by Flazio S.R.L. are available on the website pages https://www.sitebuilderbuilder.com/whitelabel-sitebuilder-pricing to which reference is made.
Definitions
Reseller: Any person or company intending to obtain from Flazio the supply of the Service to offer to their own Clients, while simultaneously using Flazio's software and hardware infrastructure.
End User/Client: Any person or company who uses a Website created by a Reseller or through the platform made available by the Reseller.
Site builder builder: The IT platform managed by Flazio S.r.l. to provide the Service.
Service: the software with which Developers can create Websites.
Websites: The software, content, and digital materials created using the Service.
Consumer (for the purposes of the Consumer Code): the natural person acting for purposes unrelated to any business, commercial, artisanal, or professional activity carried out.
“Documentation”: The documentation provided by Flazio in electronic format to the Reseller, including the description of the Service indicated in Annex B, the implementation guide, and the FAQ.
“The End User Agreement”: The contract that the End User must sign with the Reseller to use the Service, whose minimum content is set out in Annex C;
“End User Data”: Any data that the Reseller (or its End User) uploads or enters into the Service, or in any way connected with the use of the Service by the End User and all results derived from the use of such data.
“Fee”: The payment owed by the Reseller to Flazio for use of the Service, which will be calculated in accordance with what is established in Annex A;
“Intellectual Property”: means, by way of example and not limitation, licenses, patents, trademarks, signs, registered designs, utility models, image rights, copyright, inventions, confidential information, trade name, domain name and any other intellectual property and similar rights and any other similar or corresponding rights (including any associated assets) claimable anywhere in the World (whether or not registered or registrable) and all applications for or for the protection of any of the foregoing;
“Intellectual Property Rights”: Any Intellectual Property owned, used by/licensed to Flazio even if only in connection with the Service or Documentation;
“Trademark”: means the “Sitebuilder Builder” or “Flazio” trademark as registered by Flazio S.r.l.;
“Powered by Flazio”: means the Service that provides for the display of the Flazio trademark;
“White Label”: means the Service that does not provide for the display of the Flazio trademark;
“Free Subscription”: means the set of features made available to the End User corresponding to those provided to its own End Users by Flazio on its platform for free accounts at the time of signing this contract;
“Pro Subscription”: means the set of features made available to the End User corresponding to those provided to its own End Users by Flazio on its platform for Professional accounts at the time of signing this contract, excluding the domain and emails.
1. INTRODUCTION
Flazio has developed and distributes a Website builder service implemented on a dedicated platform to allow entrepreneurs offering services on the Web (Requesting Party) to provide their clients with IT tools for creating websites without the need for any programming language knowledge (Service).
This contract will be considered accepted and signed by the Reseller at the moment the “Register” button is pressed in the registration forms on the site.
It becomes effective from the moment the Reseller makes the payment due according to the chosen payment profile.
2. SUBJECT
2.1 In consideration of the payment of the fee set forth below, Flazio provides the Reseller, on a non-exclusive basis, for a period of one year, automatically renewable pursuant to art. 3.1, the possibility to:
A. offer End Users the use of its software for the creation of a Website with the limitations indicated below;
B. use Flazio's hardware and software tools for the accounting and receipt of payments made by End Users.
2.2 The Reseller undertakes to comply with the explicit and implicit obligations that arise towards third parties by virtue of this contract.
2.3 The use of the Service must take place according to the minimum conditions and terms set out in Annexes A, B, and C; such conditions may always be modified by Flazio at any time, upon written notice by email to the Reseller, who, if not in agreement with the changes, will have the right to withdraw from this Agreement within and no later than 10 days from receipt of the notice of modification from Flazio.
2.4 The use of the Free/Pro Subscription is subject to the acceptance and compliance by the End User with the terms and conditions governing said service, as defined in the paragraphs regulating the content of the agreement for the End User and in Annex C.
2.5 The Reseller may not copy, modify, adapt, convert, improve the Service and/or the Free/Pro Subscription or attempt or facilitate such modifications.
3. DURATION OF THE SERVICE
3.1 The duration of this agreement is annual, automatically renewed for an equal period unless Flazio receives formal written notice of termination from the Reseller at least 60 (sixty) days before its expiration. In case of automatic and/or express renewal, Flazio will charge the Reseller the cost of the Service, as set out in Annex A, by withdrawing it from the payment method (e.g. credit card) preset by the Reseller.
3.2 The duration of the Pro Subscription is annual, while the Free Subscription is monthly. The above terms are calculated from the day of activation of the corresponding service.
3.3 In case of non-renewal of the Service:
A. the Reseller will not be able to create additional Websites or activate further Free/Pro Subscriptions;
B. End Users, contacted directly by Flazio, may join the service available on the “Flazio.com” website by accepting the general terms and conditions of contract provided therein. If the contract with Flazio is not concluded, upon expiration of the original Free/Pro Subscription term, the Websites created under this Agreement and all data contained therein will be deleted and automatically removed from Flazio's infrastructure, for which no liability can be attributed to Flazio in this regard in accordance with article 11.6 below.
4. PAYMENTS AND FEES
To activate the service, the Reseller must make an initial top-up of 100 EURO, from which Flazio will progressively deduct the payments due for license subscriptions. This fund will remain available to the Reseller for the entire duration of this contract and under no circumstances may it be refunded by Flazio to the Reseller except under the conditions set out in the following point 4.3.
Additionally, a Professional account with Flazio will be activated for the Reseller, which will automatically renew each year, starting 30 days before the annual expiration date, according to the corresponding cost indicated in Annex A. This cost cannot be deducted from the expense fund, but will be charged directly to the associated payment card. If the renewal is unsuccessful, Flazio reserves the right to deactivate the service.
4.1 After the activation of the Service, to obtain the activation of the Free/Pro Subscription, the Reseller must pay Flazio an amount from which the cost for the creation of each individual site, as indicated in Annex A, will be deducted. If the amount paid by the Reseller is insufficient, the clauses set out in points 4.5, 4.6, and 4.7 will apply, and Flazio will have the right, without incurring any liability, not to provide and/or to interrupt the supply of the Service to the Reseller and/or the Free/Pro Subscription to the End Users.
4.2 Flazio will send the Reseller's invoice within 10 days of issuance, as required by electronic invoicing, including in it the total of the top-ups made during the previous month.
4.3 The Reseller acknowledges that the rates and discount rates and any other expenses related to the Service may be subject to changes communicated by Flazio via email. In case of non-acceptance, the Reseller will have 5 days from the notification to communicate their withdrawal from this Agreement. In the event of the Reseller's withdrawal, all existing relationships will be maintained under the same conditions until their original expiry and no further activation may take place, and the unused balance of the amount paid for the payment of Fees will be returned to the Reseller.
4.4 Without prejudice to other rights and remedies exercised by Flazio, if any payment is not made by the due date, Flazio may charge, until full payment, commercial default interest at the legal rate in force at the time on that amount.
4.5 The deduction from the Reseller's credit for the renewal of Pro Subscriptions is scheduled, for annual subscriptions, 30 days before the expiration date of the already contracted year, and, for monthly subscriptions, on the same day each month, corresponding to the activation date. If there is insufficient credit for the renewal of services, up to 5 additional withdrawal attempts will be made over a maximum of 30 days, resulting in limited use of the features:
- After the third failed attempt, email inboxes will be blocked and it will not be possible to access the site editing area;
- On the fifth and final attempt, the Pro Subscription will be suspended, resulting in a downgrade of the service to Free Subscription.
4.6 The withdrawal from the Reseller's credit for the renewal of Free Subscriptions is scheduled for the same day each month, corresponding to the activation date. If there is insufficient credit for the renewal of services, access to the editing area of non-renewed free sites will be immediately blocked. Further withdrawal attempts will be made for up to 30 days, at which point the Free Subscription will be deleted, with no possibility of recovering the contents present therein.
4.7 In the event of insufficient credit for multiple renewals, the following renewal priorities will apply:
1) Active Pro Subscriptions
2) Pro Subscriptions within 30 days from the scheduled renewal date
3) Active Free Subscriptions
3) Free Subscriptions within 30 days from the scheduled renewal date
4.8 The SitebuilderBuilder profile of the Reseller is strictly linked to the domain chosen during the setup phase. The Reseller cannot request a domain change for their already configured account.
The Reseller can register a new sitebuilderbuilder account to use a new domain. The Flazio Technical Team will handle the transfer of Professional websites and any remaining credit, excluding any accumulated bonuses and promotions, from the old to the new account upon explicit request from the reseller to be sent via email to support@sitebuilderbuilder.com. For each website transferred, a one-time fee of 5 euros is required; it will not be possible to transfer Free accounts.
If the reseller has created some websites on their personal account directly on Flazio.com, they can request the migration of the contents to their Sitebuiderbuilder account. For this operation, a one-time fee of 5 euros is required for each migrated website.
5. THE RESELLER'S OBLIGATIONS.
5.1 The Reseller must:
- fulfill the obligations listed below, including those contained in the Annexes to this agreement;
- comply with the minimum price, which Flazio will have the right to set at its discretion, when offering the Free/Pro Subscription to End Users;
- not discredit the Service, the Free/Pro Subscription, or Flazio, or engage in other practices that may (in Flazio's reasonable judgment) harm the Service, Flazio, or the value of the related Trademarks;
- not make promises, advertise features, or provide any guarantees regarding the Service beyond what is provided in this Agreement;
- comply with all applicable laws and regulations and obtain all necessary licenses, consents, and authorizations for the use, demonstration, marketing, and sale of the Free/Pro Subscription;
- not violate Flazio's trademark rights, not alter, delete, remove, or hide any Trademark indication or copyright notice used on or in connection with the Service or the attached Documentation;
- do not use means to obtain personal gain to the detriment of Flazio, such as, for example, developing an application that could sabotage Flazio's systems in order to activate PRO users for free, or almost free.
- comply with the provisions regarding the indication of the Trademark as set out in art. 8;
- provide and be solely responsible for all support services to your End Users, as further specified in Annex D.
6. WARRANTIES
6.1 Flazio does not provide any warranty regarding the successful completion of the payment made on its payment system by the End User if such payment is revoked in any way or at any time by the same. In this case, Flazio will not pay the Reseller any amount related to the activation of the corresponding Free/Pro Subscription and, if already paid to the Reseller, may request its return.
6.2 Flazio expressly excludes any warranty on the results obtainable from the use of the Service, nor does it declare or guarantee that the Service and the Free/Pro Subscription, or any third-party functionality connected to the Service or the Free/Pro Subscription, will meet the requirements requested by the Reseller or any End User, or that the Service and/or the Free/Pro Subscription or any third-party functionality related to them is error-free or will operate without interruptions. In particular, due to the complexity and vastness of the Internet, and the variations in technologies incorporated into websites, Flazio cannot provide any warranty on the behavior of the Service and the Free/Pro Subscription and the performance and functionality of third parties related to them, especially when there is a dependency on network performance. Furthermore, to the maximum extent permitted by law regarding the exclusion of warranties, Flazio excludes that the Service and any third-party functionality connected to it will materially conform to the service level standards set out in Annex B, which should be understood as merely indicative parameters.
6.3 Flazio does not guarantee that the Service and the Free/Pro Subscription are free from defects, and are satisfactory for all Users (including, but not limited to, End Users).
6.4 Flazio will have no obligation to carry out tests, modifications, or repairs to the Service that are requested by the Reseller, nor to maintain the Service at a performance level required by the Reseller and different from what is established in this agreement.
6.5 Except as expressly provided in this agreement, all warranties, express or implied, oral or written, arising by law, usage, or otherwise, including, by way of example, warranties, terms, and conditions of merchantability and fitness for a particular purpose are excluded by Flazio to the maximum extent permitted by applicable law.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 All intellectual property rights are and will remain the property of Flazio, its subsidiaries, affiliates, or third-party suppliers and licensors as applicable, and this agreement does not transfer ownership of any of the aforementioned intellectual property rights to the Reseller or End Users. Flazio expressly reserves its rights in and to all content and materials that make up the intellectual property rights
7.2 The Reseller will immediately notify Flazio of any unauthorized use of the Service or Documentation, or any of its intellectual property, and will assist Flazio, upon request, in taking all necessary measures to defend Flazio's rights.
7.3 In the event that the Service or any part of it may infringe any third-party intellectual property, Flazio, without any liability or further obligation to the Reseller, may, at its sole discretion or as part of any agreement or settlement with third parties, alternatively (i) procure for the Reseller the necessary right to continue this contract under its original terms, (ii) modify the service so that it no longer infringes third-party rights, or (iii) immediately terminate this agreement by giving prior notice to the Reseller.
8. TRADEMARK
8.1 Flazio s.r.l. does not grant the Reseller any license to use its Trademark and any violation of this article shall be considered a serious breach of this Agreement and will entitle Flazio s.r.l. to terminate it, in accordance with the provisions of clause 11.2, without prejudice in any case to compensation for any damages as provided by law.
8.2 In the event of activation of the “Powered by Flazio” Service, the Reseller must allow the insertion of Flazio's Trademark on the platform used by the Reseller in the manner set out in Annex E.
9. CONFIDENTIALITY OF INFORMATION AND DATA PROTECTION
9.1 The Reseller is required to treat as Confidential Information all information that is designated as such by Flazio and provided under this agreement, and may not use or disclose such Confidential Information to any party (except for its own employees and collaborators who must necessarily be informed for the execution of this contract and only to the extent strictly necessary), without the prior written consent of the other party.
9.2 The Reseller must comply with the respective obligations arising from the current legislation on the protection of personal data, specifically Legislative Decree 196/2003 Code regarding the protection of personal data (hereinafter: “Privacy Code”) and applicable special Provisions. For the purposes of this clause 9.2, the terms "personal data", "data controller", "data processor" and "data subject" have the meaning assigned to these terms in the Italian Privacy Code.
9.3 The Parties to this agreement acknowledge that the provision of the Service and the Free/Pro Subscription includes the processing of personal data such as email and password over which the End Users retain control. To this end, for End Users, Flazio undertakes to accept the appointment as Data Processor which must be made by the Reseller as representative of the End Users, who must be granted the corresponding authority. The format of the appointment of Flazio as Data Processor must correspond to the content of Annex F. Flazio undertakes to comply with the instructions set out in this article and the related letter of assignment mentioned above.
10. RESERVATION OF RIGHTS
10.1 Flazio reserves the right:
A. to make at any time those changes, updates, or additions to the Service or to the Free/Pro Subscription or parts thereof that it deems most appropriate;
B. to suspend the sale in whole or in part of the Service, with prior written notice to the Reseller;
C. to require the Reseller to modify any of its advertising or promotional material in any way related to the Service, which Flazio does not consider to be in Flazio's best interest;
D. to deny, suspend, or cancel any subscription for the Service and/or the Free/Pro Subscription, if such action, at Flazio's discretion, is deemed necessary: (1) to protect the integrity and stability of the Service and/or its IT platform; (2) in order to comply with all laws, administrative regulations, requests from legislative, administrative, and judicial Authorities, or any dispute resolution process; or (3) to avoid any civil or criminal liability for Flazio, as well as its affiliates, officers, directors, and employees; or (4) to prevent or stop violations of the content of this agreement including, without limitation, the following Annexes;
E. to terminate the contract in case of non-payment and/or insufficient funds as per article 4, this situation being considered a serious contractual breach pursuant to art. 1456 of the Italian civil code;
F. to contact End Users directly, to carry out what is provided for in art. 3.3;
G. to set a minimum price for the service offered to End Users in accordance with art. 5.
11. TERM AND TERMINATION OF THE CONTRACT
11.1 This Contract has a duration of one year starting from the date indicated in Article 1, paragraph 3 (“Initial Term”). At the end, the contract will automatically extend for an additional period of one year (referred to as “Additional Term”) in accordance with Article 3.1, unless terminated pursuant to clause 11.3 or otherwise extinguished or terminated. (The Initial Term and any Additional Term are referred to together herein as the “Term”).
11.2 Unless otherwise provided in this contract, Flazio may withdraw from this Agreement immediately by written notice to the Reseller if the other Party commits a serious breach that is not remedied within five (5) days of receipt of the relevant written notice.
11.3 Flazio may immediately terminate this agreement with written notice if the Reseller infringes Flazio's intellectual property rights, as this is considered a serious breach pursuant to Article 1456 of the Civil Code.
11.4 Flazio may immediately terminate this agreement with written notice if the Reseller infringes Flazio's intellectual property rights, as this is considered a serious breach pursuant to Article 1456 of the Civil Code.
11.5 Flazio may immediately terminate this Contract by written notice if the other Party is subject to a petition or action for bankruptcy or other insolvency proceedings, or a bankruptcy trustee or judicial custodian or other similar officer is appointed for the management of all or part of its assets, or enters into an arrangement for the benefit of its creditors, or proceeds to its dissolution and/or liquidation (other than as necessary for a merger with another legal entity).
11.6 In any case of termination and/or non-renewal of this contractual relationship, Flazio shall have no obligation to keep active the Reseller's End Users or to retain their website and/or materials stored therein except as provided in Article 3.3.
11.7 The Reseller shall not be entitled to any compensation and/or indemnity, whether financial or otherwise, for loss of profits, contracts, or other losses in any way arising from and/or connected to the termination and/or non-extension or renewal of this agreement.
11.8 Articles 3.2, 6, 7, 8, 9, 11, 12, 13, and 14 shall survive the amendment, termination, and conclusion of this contract.
12. EFFECT OF TERMINATION AND/OR RESOLUTION
12.1 Upon expiration and/or termination of this agreement, without prejudice to the provisions of the previous article 11.6:
(A) all rights and obligations of each Party shall automatically cease except for those rights to bring legal action accrued prior to such termination and any obligation that expressly or implicitly arose as a result of or continues even in the event of such expiration and/or termination;
(B) the Reseller must immediately and without any exception pay Flazio any amount still owed.
13. LIABILITY
13.1 Flazio will be liable to the Reseller only for proven and direct damages and only if such damages are caused exclusively by Flazio’s intentional breach of the obligations under this agreement, with a maximum limit of €5.00 (five euros) for each damaging event. For all claims received by Flazio, the maximum total compensation cannot in any case exceed the overall ceiling corresponding to the product of the number of active paying End Users by €1.00 (one euro).
13.2 Flazio will not be liable for any other loss or damage, however arising, whether direct or indirect, including but not limited to: loss of profits (direct or indirect); goodwill; anticipated savings in any way; loss due to any delay. Flazio shall under no circumstances be required to compensate the other party for any loss resulting from the expiration without renewal or the termination (for any reason) of this agreement.
13.3 In no event shall Flazio be liable for losses or damages resulting from the use or inability to use the Service and/or the Free/Pro Subscription or for any loss or damage of any kind caused to any person as a result of the use of the Service by the Reseller and/or the End User, even if Flazio has already been advised of the possibility of such losses or damages.
13.4 Without prejudice to the provisions regarding the appointment as Data Processor, since the use and access to the Service and the Free/Pro Subscription depends, in part, on third-party supplies whose performance is beyond Flazio’s control, Flazio is exempt from any liability for losses or damages resulting from the failure of data transmission or reception due to: (i) events and circumstances beyond Flazio’s reasonable control; or (ii) causes not reasonably foreseeable by Flazio, including, by way of example only, interruption or failure of communication or digital transmission links and slowdowns or failures of the Internet; and (iii) any failure of functionalities or services provided by third parties.
13.5 The Reseller shall indemnify and hold harmless Flazio and its affiliates, and their respective directors, officers, employees, and agents, from any claim for loss or damage or expense (including legal fees) suffered due to the Reseller’s failure to include, in the agreement with End Users, contractual terms reflecting those set forth in this Agreement and in Annex C.
13.6 The Reseller shall indemnify and hold harmless Flazio, and any other party indicated in the previous paragraph, from any loss, damage, or expense (including legal fees) suffered and caused or arising from any actual or merely threatened legal action, claims, or requests in any way arising from any act or omission of the Reseller or from any use by the Reseller and/or End Users of the Service and the Free/Pro Subscription. To obtain such indemnity, Flazio shall only be required to notify in writing the circumstances that caused the damage and the amount thereof with at least 10 days’ notice.
14. OTHER CONDITIONS
14.1 The relationship between the Parties is that of independent contractors and nothing in this agreement may qualify the Reseller as a partner, associate, employee, or agent of Flazio. The Reseller may not associate or claim to associate Flazio with any obligation nor expose Flazio to any liability.
14.2 The Reseller may not transfer and/or assign this agreement or any rights or duties arising from it to third parties without the prior written consent of Flazio S.r.l..
14.3 This Agreement represents the contractual will of the Parties and replaces all other agreements, statements, or proposals previously made regarding the subject matter of this Contract. This agreement, except as already provided above, may only be amended by a written amendment signed by duly authorized representatives of both Parties to this agreement.
14.4 Any notice or communication between the Parties to this agreement is effectively made to the other party if addressed to the addresses specified below:
for Flazio: info@sitebuilderbuilder.com
for the Reseller: EMAIL INDICATED IN THE REGISTRATION FORM
14.5 The Parties agree that:
A. for all applicable regulations where written form is required, it is considered fulfilled in “electronic” form;
B. electronic evidence will be admissible between the parties both in judicial and extrajudicial proceedings;
14.6 If any provision of this agreement is void or unenforceable by law, such provision will be deleted and the remainder of the agreement will continue in full force and effect.
14.7 The parties agree that this Agreement is governed in all respects and for every explicit or implicit obligation by Italian law, to which reference is expressly made. Anything not expressly provided for in this contract will therefore be governed by the applicable Italian law. The competent court for any dispute arising from this contract is the Court of Catania.
14.8 The Reseller (and all its officers, directors, employees, subcontractors, consultants, agents, and representatives) must comply simultaneously with both Italian law and the anti-corruption legislation of any jurisdiction in which activities are conducted or services are provided under this agreement.
For express adherence and acceptance of the following clauses: 3.1) automatic renewal of the contract; 3.3) effects of Service termination and Flazio's right to contact End Users; 4.3) payment deadline for the Service fee and Free/Pro Subscription and consequence of non-fulfillment; 4.4) Flazio's right to modify the contract content; 4.5) default interest rate for non-fulfillment; 6.3) limitation of warranties borne by Flazio; 6.4) limitation of liability for service disruption; 10.1a-b-d) Flazio's right to modify/suspend/deny the Service; 10.1e) Flazio's right to terminate the contract in case of non-payment of fees; 11.4) Flazio's right to terminate the contract in case of IP Rights violation; 12E) payment of the service fee without exception; 13.1) limitation of Flazio's compensation liability; 14.8) exclusive jurisdiction of the present contract.
ANNEX A
The Reseller will pay Flazio, by withdrawing from the fund referred to in point 4.1:
A. for each activated Website with the features of the Pro Subscription, the amounts of:
- €30+VAT per year or €3+VAT per month to get unlimited hosting and access to all professional features of the Flazio platform;
- €5 VAT included per year for the purchase of 5 email accounts of 5 GB each;
- Domain cost varies depending on the chosen extension.
The list of extensions is available on the “Fee Reseller” page of the CRM. Domain prices may be subject to changes in Registry costs: Flazio will increase or decrease the price proportionally to the increase or decrease applied by the Registry. For example, if the .com domain registry decides to increase the price of .com domains by €1, the provider will increase the price of .com domains by €1 for the customer.
B. for each Website activated with the features of the Free Subscription:
B.1 the amount of € 0.00 (zero euros point zero zero) if the domain of the created website contains only the brand “Flazio” as exemplified: X.flazio.com;
B2 the amount of € 0.25 (zero euros point twenty-five) plus VAT per month if the domain of the created website refers to the brand of the Requesting Party (as exemplified: X.brandnameRequestingParty.com) and does not fall under the conditions of point B2.
Flazio, within its Server infrastructure, will reserve 1,000 Gb of network transfer for the Reseller. Beyond this limit, the Reseller will pay Flazio € 1.00 + VAT for every additional 1,000 Gb of network transfer.
The amount corresponding to the cost of the Service must be paid at the time of activation.
The renewal for Pro Subscription is scheduled, for annual subscriptions, 30 days in advance of the expiration date of the already contracted year, and, for monthly subscriptions, on the same day each month, corresponding to the activation day.
If there is insufficient credit for service renewal, further withdrawal attempts will be made for up to 30 days, after which the Pro Subscription will be suspended, resulting in service deactivation.
A Pro Subscription, with its related Website, can be reactivated by the Reseller at the agreed cost in point A for up to 30 days after deactivation and at the agreed cost in point A + 5 euros from the 31st to the 90th day after deactivation. After 90 days from the deactivation of the service, it will no longer be possible for the Reseller to reactivate the Pro Subscription in question.
Renewal for Free Subscriptions is scheduled on the same day each month, corresponding to the activation date. If there is insufficient credit for service renewal, further withdrawal attempts will be made for up to 30 days, after which the Free Subscription will be deleted, with no possibility of recovering the contents therein.
In case of insufficient credit for multiple renewals, the following renewal priorities will apply:
1) Active Pro Subscriptions
2) Pro Subscriptions within 30 days from the scheduled renewal date
3) Active Free Subscriptions
3) Free Subscriptions within 30 days from the scheduled renewal date.
There will be no refunds for Service subscriptions that are activated and then cancelled.
If the Reseller is required, by the jurisdiction in which the Service is provided, to withhold taxes on payments to be made to Flazio, the Reseller may withhold from the total due to Flazio the minimum amount required (but no more).
http://www.sitebuilderbuilder.com/terminidiservizio
ANNEX B - DESCRIPTION OF THE SERVICE AND LEVEL OF SERVICE USABILITY
Flazio uses a hosting service provided through the infrastructure of a provider considered as a third party with respect to this contract.
Below is a list of some of the activities supported by the Flazio Service:
• Drag & Drop Interface
• Realtime content publishing
• Editable in just a few simple steps
• Importing content from Social Media
The Flazio Service may be changed and/or extended over time.
1. Service Usability Level
(A) Flazio must make the Service available for at least 50% of each year.
(B) The Reseller acknowledges and grants Flazio the right, after notifying the Reseller by e-mail with at least 48 hours' notice, to exceed the above-mentioned minimum level of Service usability if such extended interruption is due to necessary maintenance of the program or related infrastructure. For this purpose, Flazio is allowed to schedule Service suspension windows. Flazio undertakes to make every reasonable effort not to abuse this maintenance activity.
ANNEX C - KEY CONDITIONS OF SERVICE USE FOR THE END USER AND RIGHT TO MAKE CHANGES
The Service will be resold, at the price set and indicated by Flazio, by the Reseller to the End User following the signing of a contract that is valid exclusively between these two parties (the "Contract with the End User"). Flazio is not a party to the Contract with the End User and the End User will not be promised or given any right by the Reseller to take direct or indirect action against Flazio, either by virtue of the Contract with the End User or in any other way. The Reseller acknowledges that Flazio has the right to change the terms of this Annex C at any time, provided that the change is preceded by written notice. Flazio will not pay the Reseller any refund for the fee already paid for the activated subscription, whether or not it corresponds in whole or in part to the period in which the End User has used the Service.
Terms of use
The Reseller must include in the Agreement with the End User conditions equivalent to the following:
1. The End User may use the software provided by Flazio in a strictly personal, revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable manner;
2. The End User may not use the software provided by Flazio in any way not expressly permitted under this Agreement. This provision shall include the prohibition to:
(A) modify, sell, lease, finance lease, assign, transfer, novate, sub-license any of their rights to, resell for profit or distribute the Service or create derivative works from the Service or any part thereof;
(B) cause or allow any alteration, adaptation, translation, decompilation, disassembly, or reverse engineering of the Service;
(C) copy the software and/or the database or create subsets or databases through data processing carried out in a way not expressly permitted by this Agreement.
3. The End User will be solely responsible for compliance with all applicable laws and regulations in relation to their Website and its contents.
4. The end user will be solely responsible for compliance with applicable export and import laws governing the use of the Service. In particular, end users may not export the Software and/or the database, or any part thereof, directly or indirectly, in violation of these laws, or use them for purposes prohibited by such laws, including, by way of example, the proliferation of biological, chemical, and nuclear weapons.
5. Flazio is granted the right to process the End User's data for the limited purposes of observing and fully performing this contract.
6. The Parties agree that Flazio may process the End User's data only to the extent necessary to produce anonymous statistical data required to parameterize technical supplies to ensure the Service and to analyze the use of the Service.
The Service may include the functions necessary to allow the End User to comply with applicable legislation regarding the use of cookies (or similar technologies) as required by EU Directive 2002/58/EC as recently amended.
Warranty exclusions and obligations.
The End User Agreement must include a statement limiting the warranty of the Service. In particular, the End User, acknowledging that the Service depends on content and infrastructure provided by third parties, must agree that the Service will be provided "as is." Therefore, to the fullest extent permitted by applicable law and except as expressly provided in the End User Agreement, Flazio shall be considered exempt from any warranty, express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, compatibility, security, accuracy, or non-infringement in relation to the Service provided. The Reseller cannot guarantee in any way that the use of the Service will be uninterrupted or error-free, or that the results obtained will meet the End User's needs.
The Reseller may not make any claim or exercise any recourse against Flazio for the assumption of liability present in the End User Agreement that exceeds the limits set forth in this agreement, unless otherwise and subsequently agreed in writing with Flazio.
The Reseller may not make any claim against Flazio to exercise contractual remedies granted in the End User Agreement that exceed what is specifically established with Flazio in this contract.
The End User Agreement must include an express termination clause in the event of infringement of third-party intellectual property rights by the End User.
Liability
To the extent permitted by applicable law, in no event shall Flazio have any (direct or indirect) liability for losses or damages suffered by the End User.
The agreement with the end user must deny, exclude, and limit the liability of the Requesting Party, at least to the same extent as Flazio's liability is excluded and limited in this Agreement.
Since the use and access to the Service depend, in part, on third parties (for example, telecommunications operators) whose performance is outside the Reseller's control, the Reseller must, in agreement with the End User, exclude any liability for losses or damages resulting from the failure of data transmission or reception due to: (i) causes beyond its reasonable control; (ii) causes not reasonably foreseeable by the Reseller, including, by way of example only, interruption or failure of communication or digital transmission and/or slowdowns or failures of the Internet.
Ownership rights The Reseller must include in the End User Agreement contractual terms stating that: (i) the Service provided by the Reseller is under its control; and (ii) the Reseller does not transfer or assign any intellectual property rights, software, or other material related to the Service.
Expiration or Termination of the End User Agreement
The End User Agreement must include provisions on expiration and termination in line with those set out in this agreement. In the event of termination or expiration of the End User Agreement, for any reason whatsoever, it must be provided that: (i) Flazio will have the right to contact the End User directly to offer the subscription to the service provided to End Users on the “Flazio.com” website, so that the End User, by accepting said contractual offer, may keep the Website and the data created under this contract on Flazio's infrastructure; (ii) if the End User does not accept the contract proposed by Flazio, the End User must not make any further use of the Service; (iii) the End User must immediately remove all Software from their systems and delete any other information, documentation, materials, equipment, assets, and other items (and all their copies held and/or created in any format), belonging to the Reseller or to Flazio; (iv) the End User will lose any right to retain all their data contained in the Flazio platform and/or infrastructure.
Guidelines for reasonable use of the Service
If an End User's traffic volume is such that it compromises the provision and/or performance of the Service for other End Users, Flazio reserves the right, at its sole discretion, to interrupt, either permanently or temporarily, the provision of the Service to that End User. To better define the referenced standards, the traffic volume generated by an End User must not exceed 1,000 page views per day.
Guidelines on acceptable use level of the Service
The End User must expressly accept that their right to access and use the Service may be suspended and/or revoked if the End User uses the Service in connection with activities that may be harmful to the interests and/or reputation of Flazio, such as in relation to unsolicited commercial emails ("spam") or morally questionable activities. Morally questionable activities include, but are not limited to: activities aimed at defaming or slandering, causing embarrassment, harm, threatening, or harassing third parties; activities prohibited by the laws of the place where the End User conducts their business; activities intended to encourage unlawful behavior by others, such as incitement to hatred, terrorism, and child pornography; activities that are vulgar, obscene, invasive of a third party's privacy; activities aimed at impersonating another person; and activities intended to harm minors in any way. No refund will be due to the End User if access to the Service is suspended and/or terminated due to spam activity or due to morally questionable activities.
Domain Transfer
If a domain to which the Service is provided under the End User Agreement is transferred to another entity acting as a “domain name registrar,” the provision of the Service will be interrupted for that domain and will not be restored until the necessary DNS records are reinstated to refer to the domain on which the Service is provided.
Updates
The End User Agreement must expressly recognize Flazio's right to proceed with the insertion and implementation of updates to the Service used by the End User (the "Updates"). Updates are generally designed to improve, enhance, and further develop the Service and may take the form of bug fixes, the addition of advanced features or new capabilities, implementation of entirely new versions, and may include, by way of example only, elements such as advertisements, links to third-party offers, and other promotional content. Flazio may introduce updates at its sole discretion and the End User must agree to receive such updates, under the terms above, as part of the Service they use.
APPOINTMENT LETTER FOR DATA PROCESSOR RESPONSIBILITY
Within the contract signed with the End User, the Reseller must provide for the explicit granting by the End User in favor of Flazio of the title and powers of Data Processor for all data that must necessarily be transmitted to Flazio for the execution of the Service.
ANNEX D - END USER SUPPORT ACTIVITIES AND RESPONSIBILITIES
1. The Reseller shall provide support to the End User and will be solely responsible for it.
2. Flazio is not required to provide the Reseller with any second-level support and no first-level support will be provided by Flazio in relation to End Users.
3. Flazio is only required to provide the Reseller with the Documentation, including a FAQ, necessary to enable the Reseller to address typical questions and/or requests from End Users.
ANNEX E - BRAND GUIDELINES
If the "Powered by" Service is activated, the Reseller must comply with the following criteria:
1. Visual Identification
1.1 Logo
Only the standard logo and its negative may be used as shown below. No other variation of the logo is allowed.
Flazio vector logos can be accessed at the following link:
http://www.flazio.com/PressKit.zip
1.2 Size
The font size used to display the Flazio brand must be at least three times the average size of the fonts used on the page where the brand is placed.
1.3 Typeface
The typeface to be used for writing Flazio is Bariol. No other font may be used.
1.4 Color Palette
This document outlines the Service name and color palette. No variation is allowed.
2. Use of the Trademark
2.1 The Flazio trademark is exclusive. When used in any format, it must be distinguished (by using ®, ™ or bold) from other words and appear in a consistently distinct manner. Please note that “Flazio” is a registered trademark in Europe and the use of ® is restricted to that geographic region.
2.2 Before using the logo in any context, the Reseller undertakes not to use the logo without prior written authorization from Flazio. Furthermore, the Reseller agrees to comply with the license terms when using the logo in any context.
2.3 The Reseller agrees and acknowledges that Flazio has the right to publicly disclose that it is the provider of the Reseller's Service and to use the Reseller's name and logo to identify it as its customer in promotional materials, including press releases and case studies, event materials, presentations, web content, and earnings calls, in all media, currently known or to be known in the future.
3. Correct Trademark Indication
Correct: Flazio® service, Flazio™ is …
Acceptable: The Flazio S.r.l., Flazio service is….
Unless otherwise agreed, at the bottom of every website offering or promoting the Service, the indication "powered by Flazio" (not linked) must be placed to provide information about the Flazio product.
ANNEX F – APPOINTMENT LETTER OF FLAZIO AS DATA PROCESSOR
For the correct processing and storage of any personal data of End Users necessary for the provision of the Service, upon acceptance of the terms and conditions of service, the Reseller appoints Flazio as "Data Processor" for the purposes of compliance with the provisions set out by Italian data protection regulations (EU Regulation 2016/679 and Legislative Decree 196/2003 and subsequent amendments, and the regulations issued by the Italian Data Protection Authority - "Italian Regulation"), authorizing the processing of the aforementioned data, their handling, transfer, communication, dissemination, or submission to any other process in Italy and/or abroad (EU and non-EU countries).
THE RESELLER CORRESPONDING TO THE LEGAL ENTITY THAT SIGNED THE SERVICE CONTRACT WITH FLAZIO, APPOINTS:
Flazio S.r.l. as Data Processor pursuant to Article 29 of Legislative Decree no. 196/2003 and subsequent EU Regulation 2016/679 for the management of personal data required under the above-mentioned Service supply contract.
The processing obligations.
Flazio, by signing the terms and conditions of this appointment letter by its principal, agrees to become the "Processor" of personal data involved in the execution of the Service provided to the Reseller. Flazio will adopt the security measures required by the privacy law in force in the country where the data processing will take place and/or relevant community directives ("applicable privacy law").
Consequently, Flazio undertakes to comply with, and to ensure that its employees and all other persons (consultants, subcontractors, etc.) involved in the processing of the Controller's personal data comply with, the instructions described below and any other written instructions communicated by the Controller. These instructions may be updated, modified and/or supplemented in accordance with all relevant provisions of any privacy law ratione temporis applicable.
The appointment of Flazio as Data Processor takes effect from the date of acceptance of the terms and conditions by the Reseller and will be valid until the end of the data processing and, in any case, no later than its revocation, which may occur in the event of non-fulfillment by the Data Processor of the obligations incumbent upon it by virtue of its position, or at the simple discretion of the Controller. The termination of the appointment as Data Processor for any reason will result in the immediate cessation of data processing, as well as the return and/or destruction of personal data relating to the Controller and the suspension of the Service.
Instructions for the processing of personal data
The Data Controller must:
1. appoint in writing as Data Processors, pursuant to Article 30 of the Italian Privacy Code, its employees or any other individual (such as consultants) who, under its direct guidance and responsibility, will handle the data provided by the Data Owner, and provide the Reseller (as the authorized representative to oversee data management), upon request, with the updated list of Data Processors;
2. provide the Data Processing Officers with specific operational instructions for adopting the minimum security measures, whose standards must comply with Italian privacy regulations;
3. provide the Reseller, as the representative authorized by the Data Owner, with the names of any third parties to whom it intends to assign, in whole or in part, in the cases and within the limits allowed by this agreement, the data management activity (subcontractor/subprovider, affiliated company, etc.);
4. promptly inform the Reseller, as the representative of the Data Owner, of the receipt of any request for information or data communications from interested parties or from the Italian Data Protection Authority or other Authorities, when such request requires a response after agreement with the Data Owner.
Last revised: 7 January 2022