WHITE LABEL SOLUTION
INFO & CONTACTS
SiteBuilderBuilder is the Flazio.com Reseller Program for hosting providers, web agencies and media provider who want to provide to their customers and annovative site builder with their brand.
+39 +39 02 2111 8679
FLAZIO SITE BUILDER
TERMS AND CONDITIONS
www.sitebuilderbuilder.com domain name and Flazio trademark are registered by Flazio SRL company, currently located in Via G. Mazzini. 2, San Giovanni La Punta, Catania, Italy with a share capital of € 15,000.00. For all the necessary information you can contact Flazio SRL using these e-mail addresses: email@example.com and firstname.lastname@example.org.
The entry number in the italian Company Register (Registro delle imprese) is 337298.
Flazio S.R.L. VAT Number is 05021040877.
The fees for the services provided by Flazio SRL are illustrated in their website pages, http://www.sitebuilderbuilder.com/whitelabel-sitebuilder-pricing.
"Documentation/Documentazione": indicates the documentation provided by Flazio in an electronic format to the Requesting Party , including the description of the Services specified in Annex B , the implementation guide and FAQ ;
" End User/Utente finale" : stands for the customer of the Requesting Party ;
" End User Agreement/Il Contratto coll'Utente finale” : indicates the provisions of Annex C;
" End User Data / Dati dell'Utente Finale ": shall indicate any data that the Requesting Party (or its End User) uploads or inserts in the Service , or that is in any way connected with the use of the Service, which is performed by the End User, as well as all the outcomes deriving from the use of this data.
" Fee/Pagamento" : indicates , in connection with the Sales of the service or the supply of any licenses to use the Service , the amount that the Requesting Party has to pay Flazio, which will be calculated according to the provisions of Annex A;
" Intellectual Property/Proprieta' Intellettuale" : indicates (solely as an example and is by no means exhaustive), licenses , patents , trademarks , signs , registered designs , utility models and guides, image rights , copyrights , inventions , confidential information, trade name , domain name and any other additional intellectual property and similar rights and any further similar or corresponding rights (including any assets associated with it ), claimable anywhere in the World (whether or not they are registered or may be registered) and all applications of and for the protection of one of the above mentioned;
"IP Rights/Diritti di Proprieta' Intellettuale": indicates any Intellectual property owned , used by or licensed to Flazio even only if it is in relation with the Service or Documentation;
" Powered by": stands for the Service that requires the Flazio brand to be indicated; " Service/Servizio”: indicates all of the Website Service builder functionalities that are developed by Flazio for the Requesting Party in relation to the creation of the single Web site created through it;
" White Label ": indicates the Service which does not require the Flazio brand to be indicated;
" Trade Mark/Marchio Commerciale": stands for the " Flazio " brand, both as a registered trademark, as well as a non-registered trademark;
" Free Subscription": indicates the equivalent service to that provided to its End Users by Flazio on its platform for free accounts, which includes all the online features published at the agreement starting date;
" Pro Subscription": indicates the service equivalent to that provided to its End Users by Flazio on its platform for Professional accounts that includes all online features published at the agreement starting date.
Flazio has programmed and distributes a Website builder service, which is implemented on a special platform to enable entrepreneurs who offer services on the Web (Requesting Party) to offer tools for creating Web sites to their customers without having the required knowledge of any programming language (Service).The Requesting Party, wanting to provide this opportunity to its customers, intends on obtaining the Service from Flazio by using Flazio's software and hardware infrastructure. This agreement sets out the basis on which the above mentioned agreement between the Requesting Party and Flazio will take course and govern the mutual responsibilities and obligations of each party that will occur. The parties agree the following, divided into clauses and annexes to be considered as one and inseparable document, to be legally binding between them.
2.1 In consideration of the payment of the fee set out below to draft this framework agreement and for the activation of the individual Free/Pro Subscriptions, Flazio provides the Requesting Party, on a non-exclusive basis, the use of its software to create a WebSite, which has the functionalities corresponding to those of the Free / Pro Subscription, which may be sold to End Users with the limitations set forth below.
2.2 The Requesting Party agrees to comply with the implicit or explicit obligations stated, which in virtue of this agreement, are extended to third parties.
2.3 Use of the Service is subject to the terms and conditions set out in Annexes A and C; these conditions may always be modified by Flazio at any time, by providing written e-mail notification to the Requesting Party, who, if not in agreement with the changes, has the faculty to withdraw from this Agreement within and no later than 10 days after receipt of the notification change on behalf of Flazio.
2.4 Use of the Service is subject to acceptance and compliance by the End User of the terms and conditions governing this Service, as defined in paragraphs regulating the content of the End User and Annex C.
2.5 With the exception on any explicitly established exception contained in this agreement, the Requesting Party may not copy, modify, adapt, convert, improve the service, or encourage such changes.
3. DURATION AND NON-RENEWAL OF THE SERVICE
3.1 The service provided by Flazio to the Requesting Party has the duration of one year, starting from the acceptance of this Agreement. It is tacitly renewed if the Requesting Party doesn't provide formal written notice of the cancellation to Flazio within thirty days before the predicted annual deadline, with the exception of what is stated in the provisions of art 11.3. In case of tacit renewal, Flazio will charge the other party the cost of the Service at that time in force, requesting the payment to be made in the manner that is indicated by the Requesting Part.
3.2 The duration of the Pro Subscription activated for the End User is annual, while that of the Free Subscription is monthly. The above terms shall be accounted for starting from the beginning of the activation of the corresponding service.
3.3 In the event of non-renewal of the service:
A. The Requesting Party may not create additional Websites nor activate additional Free/Pro subscriptions;
B. the End Users, that are contacted directly by Flazio, may join the service on the " Flazio.com " website by accepting the general terms and conditions specified therein. In the event that the contract is not signed with Flazio by the deadline for signing the Free/Pro Subscription, the Websites created by virtue of this Agreement and all information contained therein will be deleted and removed automatically from Flazio's infrastructures. Flazio may not be held liable for this action, in accordance to the provisions of Article 11.6 below.
4. TERMS OF PAYMENT
In order to activate the service, the Reseller, within his own control panel, must activate a Professional account with Flazio and pay a renewable expenses fund from which Flazio will progressively draw the payments due for the subscription of the licenses. This fund will remain available to the Reseller for the entire duration of this contract and in no case will it be reimbursed by Flazio to the Reseller, to the conditions set out in the following point 4.3.
4.1 After the activation of the Service, to obtain the activation of the Free / Pro Subscription the Reseller will provide to Flazio a prepaid balance from which the cost corresponding to the creation of each individual site will be deducted as indicated in Annex A. In case of insufficient fund, the clauses set out in paragraphs 4.5, 4.6 and 4.7 will be applied and Flazio will have the right, without incurring any responsibility, not to supply and / or interrupt the supply of the Service to the Dealer and / or Free / Pro Subscritpion to End Users.
4.2 Flazio will send the Reseller invoice within 10 days, calculating in it the total of the recharges made during the previous month.
4.3 The Requesting Part acknowledges that the prices and discount rates and any other expenses related to the Service may be subject to changes notified by Flazio to the Requesting Party via email . In the event of non-acceptance by the Requesting Party, it will have 5 days from the time of the notification to notify Flazio of its withdrawal from this Agreement. In the event of withdrawal by the Requesting Part, all existing relations will be maintained under the same conditions until their original deadline and no other activation may take place. Furthermore, the remaining part of the payment, which is not used for the payment of the Fee will be returned to the Requesting Part.
4.4 If any payment is not made by the due date, Flazio reserves the right to charge interest on the amount of commercial arrears at the statutory rate at the time force, until full settlement of the payment.
4.5 The renewal of the annual Pro licenses will take place 30 days before the expiry date of the contracted year. This means that any request for deactivation must take place no later than 31 days before the natural expiry date. In case of insufficient fund for the renewal of the services, 5 additional withdrawal attempts will be made for a maximum of 30 days with consequent limitation of the use of the functionalities:
- At the third unsuccessful attempt the e-mail boxes will be blocked and it will not be possible to edit the website;
- At the fifth and last attempt, the Pro Subscription will be suspended and downgraded in Free Subcription.
4.6 The renewal for Free Subscriptions is scheduled, on the same day of each month, on the day of activation. In case of insufficient credit for the renewal of the services, the editor of free sites not renewed will be immediately blocked. Further withdrawal attempts will be made for a maximum of 30 days, the date on which the Free Subscriptions will be definitively canceled, without the possibility of reactivating them.
4.7 In the case that the recharge is insufficient for the renewal of all the pending subscriptions, the following renewal priorities will be applied:
1) Pro subscriptions still active;
2) Pro Subscriptions which are within 30 days from the scheduled renewal date;
3) Free active subscriptions;
4) Free Subscriptions within 30 days from the scheduled renewal date;
5. OBLIGATIONS OF THE REQUESTING PARTY
5.1 The Requesting Party must: - comply to the floor price, which Flazio will be entitled to indicate at its discretion, in order to offer the Service performance to the End Users; - carry out its obligations listed below, including those contained in the Appendices; - not to discredit the Service or Flazio or engage in other practices that may (in the reasonable opinion of Flazio) harm the Service, Flazio, or value of the related trademarks; - not to make promises, advertise functionalities or provide any assurance pertaining to the Service, which is more than what is stated in the provisions of this Agreement; - comply with all laws and regulations applicable in the field and obtain all licenses, consents and permissions necessary for its use, display, marketing and sales of the Service and for its maintenance; - not to violate Flazio's trademark rights, alter, delete, remove or hide any indication of the trademark or copyright notices that are used on or in relation with the Service or the Documents attached; - not use services in order to receive a personal profit at the expense of Flazio, as for example, to develop an application that can inhibit Flazio's systems in order to activate PRO users for free, or nearly so; - comply to the contract's absolute minimum content specified in Annex C with the End User; - provide and be solely responsible for all the support services for its End Users, as specified in Annex D.
6.1 Flazio expressly disclaims any guarantee on the results obtainable from the use of the Service, nor does it declare or guarantee that the Service, or any functionality of third-parties related to the Service, meets the requirements of the Requesting Party or that of any other End User, or that the Service or any third-party functionality related to it is error-free or will operate without interruptions. In particular, due to the complexity and extent of the Internet, and from the changes in technologies incorporated into websites, Flazio cannot provide any guarantees on the Service's execution and the performance and functionalities of third-parties related to it, especially when one of these depends on the performance of the Web. In addition , to the extent permitted by law, with regard to the exclusion of liability, Flazio excludes that the Service and any third-party functionality related to it will materially comply with the standards of the level of service provided in Annex B to be understood as merely tendential parameters.
6.2 Flazio does not guarantee that the Service is free from defects , and is satisfactory for all Users ( including , but not exclusively the End Users).
6.3 Flazio will have no obligation to perform tests , changes or repairs to the Service, which are requested by the Requesting Party, nor to maintain the Service at a level of performance required by the Requesting Party separate from the provisions of this agreement.
6.4 Except as expressly provided herein, all explicit or implied warranties, verbal or written, under the law, from the use or otherwise deriving from, including, without limitation , warranties , terms and conditions of marketing quality and suitability for a particular purpose , are excluded by Flazio to the fullest extent permitted by applicable law.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 All intellectual property rights are and shall remain property of Flazio, of its subsidiaries, affiliates, or third party suppliers and licensor's as appropriate and this Agreement does not transfer ownership of any of the aforementioned intellectual property rights to the Requesting Party or to End Users. Flazio expressly reserves its rights for all the content and materials that make up the intellectual property rights.
7.2 The Requesting Party will immediately notify Flazio of any unauthorized use of the Service or Documentation, or any of its intellectual property , and will help Flazio, upon request, to take all necessary measures to protect Flazio's rights.
7.3 In the event that the Service or any part thereof may infringe any third party intellectual property, Flazio, without any liability or further obligation with respect to the Requesting Party, may at its sole discretion, or as part of any agreement or compromise with third parties, alternately (i) provide to the Requesting Party the rights required for the continuation of this contract in its original terms, (ii) change the service so that it is not detrimental to the rights of third parties , or ( iii ) immediately terminate this agreement by providing prior notification to the Requesting Party.
8.1 Flazio s.r.l. does not grant any license to the Requesting Party for the use of its trademark outside the use of what is expressly provided for in this Agreement and in Appendix E, and any violation of this Article must be considered a serious breach of the Agreement and shall entitle Flazio s.r.l. to terminate this Agreement in accordance with the provisions of clause 11.2 , with the exception of the the reimbursement for any eventual damage in accordance with the law .
9. CONFIDENTIALITY OF INFORMATION AND DATA PROTECTION
9.1 Each Party must manage all information designated as Confidential Information by the Party that will provide it to the other Party under this agreement, and shall not use or disclose such Confidential Information to any person (with the exception of its own employees and collaborators which necessarily must be notified for the execution of this contract and to the strict extent that this is necessary), without prior written consent of the other party.
9.2 Each Party shall comply with their respective obligations under the legislation in force on protection of personal data, specifically the Legislative Decree no. 196/2003 Code on the protection of personal data (see below: "Privacy Code") and Special Provisions applicable. For the purposes of this clause, the terms "personal data", "owner", "Data Controller" and “person concerned” have the meanings assigned to such terms in the Italian Privacy Code.
9.3 The Parties acknowledge that the Service includes the processing and use of personal information such as email and password, which the End Users have control of. For this reason, Flazio will accept the appointment as Data Controller for End users. The Requesting Party will have to obtain this acceptance from the End users under its quality of representative of the End User. The format of the appointment of Flazio as Data Controller must match the contents of Annex F. Flazio undertakes to respect the instructions set out in this article and the related letter of appointment mentioned above.
10. RIGHTS RESERVED
10.1 Flazio reserves the right to:
A. make changes, updates or additions to the Service or to parts of it that it deems more appropriate at any time;
B. stop selling all or part of the Service, prior to providing written notice to the Requesting Party ;
C. request the Requesting Party to amend any of its advertising or promotional material in any way related to the Service, which Flazio does not consider in line with Flazio's best interests;
D. deny, suspend or cancel any subscription for the Service, if such an action, at the discretion of Flazio is considered necessary:
(1) to protect the integrity and stability of the Service; (2) in order to comply with all laws, administrative regulations, requests from legislative authorities, administrative and judicial, or any other dispute resolution; or (3) in order to avoid all civil or criminal responsibilities on behalf of Flazio, as well as its affiliates, officers, directors and employees; or (4) to prevent or stop violations of the contents of this agreement, without limitation, the attached Annexes; E. terminate the contract in case of non-payment and/or insufficient payments referred to in point 4, as this is to be considered a serious breach of contract pursuant to art. 1456 of the Italian Civil Code; F. directly contact the End Users, in order to give effect to the provisions of art. 3.3; G. indicate a minimum price of the service offered to End Users in accordance with Art. 5.
11. CONTRACT DURATION AND TERMINATION
11.1 This Agreement lasts one year, effective at the agreement starting date (" Initial Term ") . In accordance with article . 3.1 , the contract may be extended automatically for a further period of one year (indicated as " Additional Term " ) , in turn, it may be automatically renewed for the same time period , unless it is terminated in accordance with clause 11.3, or otherwise extinguished or terminated . (The Initial Term and any other additional terms will be indicated herein together as "Term").
11.2 Except for in the cases expressly provided in this contract , Flazio may terminate this Agreement immediately prior to providing written notice to the Requesting Party, if the other Party commits a serious breach to which it fails to remedy within five (5) days from receipt of the written complaint.
11.3 Flazio may exclude the tacit renewal of this Agreement by providing written notification to the Requesting Party at least ninety (90) days before the renewal deadline.
11.4 Flazio may immediately terminate this Agreement with prior written notice if the Applicant Party violates Flazio's intellectual property rights, as this this is considered a serious violation under Article . 1456 of the Civil Code.
11.5 Flazio may immediately terminate this Agreement with prior written notice if the other party is subject to a motion, bankruptcy lawsuit, or other insolvency proceedings, or a bankruptcy trustee or judicial custodian or other similar official is appointed to manage all or part of its assets or enters into an agreement to transfer its assets to the benefit of its creditors or proceeds to its dissolution and/or liquidation (other than what is necessary for a merger with another legal entity).
11.6 In any event of termination and/or non-renewal of this contract, Flazio shall have no obligation to maintain active the End Users of the Requesting Party or to maintain the Web sites and/or material stored in it except as provided by Article 3.3.
11.7 The Requesting Party shall not be entitled to reimbursement and/or indemnity, whether financial or other, for loss of profits, contracts or other losses whatsoever arising and/or related to the resolution and/or the non-renewal or renewal of this Agreement.
11.8 Articles 3.3, 6, 7, 8, 9, 11, 12, 13 and 14, will endure the change, resolution and termination of this contract.
12. EFFECT OF TERMINATION AND/OR RESOLUTION
12.1 Upon expiration and/or termination of this Agreement, (in any event notwithstanding what is provided for in preceding Article 11.6): (A) all the rights and obligations of each Party shall automatically terminate except for those rights to pursue legal action previously accrued prior to the resolution, as well as any obligation which expressly or implicitly has started as a result of, or continues, even in the event of such termination and/or resolution; (B) the Requesting Party shall immediately and without exception pay Flazio any amount of which it is still a debtor.
13.1 Flazio will be liable to the Requesting Party only in relation to the proven and direct damages and only if such damages are caused solely by the wilful violation by Flazio of the obligations under this Agreement, with an insurmountable limit of € 5.00 (EUR five point zero zero) for each damaging event. The cap for the total amount of all claims received by Flazio, the indemnity amount shall in no case exceed the overall cap, which corresponds to the total amount given by the outcome of the number of active paying End Users for 1.00 Euro (EUR 1 point zero zero).
13.2 Flazio will not be liable for any loss or damage, whatsoever arising whether direct or indirect, such as but not limited to: loss of profits (direct or indirect); start-up; anticipated savings whatsoever derived in any way; the loss resulting from any delay. Flazio shall not, under any circumstances, be required to indemnify the other party with respect to any loss resulting from the expiration without renewal or termination (for whatever reason) of this Agreement.
13.3 In no event may Flazio be held liable for any loss or damage arising from the use or inability to use the Service, or for any loss or damage of any kind caused to any person as a result of the use made by them of the Service or the Requesting Party or by the End User, even if Flazio has already been notified of the possibility of such loss or damage.
13.4 Notwithstanding the provisions provided for in the appointment as Data Controller, since the use and access to the Service is dependent in part by services on behalf of third parties (whose performance is outside Flazio's control), Flazio is exempt from any liability for the loss or damage arising from the failure of the transmission or receipt of data due to: (i) events and circumstances that are beyond Flazio's reasonable control; or (ii) causes which are not reasonably foreseeable by Flazio, including (only as example), the interruption or failure of communication or digital transmission links and Internet slow-downs or failures and (iii) any failure of functionalities or services supplied by third parties.
13.5 The Requesting Party shall indemnify and release Flazio, as well as its subsidiaries, and their respective directors, officers, employees and agents, from any liability incurred for any claims for losses, damages, or expenses (including legal fees), which are incurred as a result of the Requesting Party's failure to include the agreement terms that reflect those specified in this Agreement and in Appendix C. 13.6 The Requesting Party shall indemnify and hold Flazio not liable for (as well as any other person specified in the preceding paragraph) any loss, damage, or expense (including legal fees), incurred and caused by or arising from any actual or only threatened legal action, complaints, or by motions in any way, deriving from any act or omission on behalf of the Requesting Party or from any use by the Requesting Party or End Users of the Service. In order to obtain such reimbursement, Flazio will merely have to notify in writing the circumstances that caused the damage and its amount with an advance notice of at least 10 days.
14. OTHER CONDITIONS
14.1 The relationship between the parties is that of independent contractors and nothing in this agreement may qualify the Requesting Party as Flazio's partner, associate, employee or agent. The Requesting Party cannot associate or insist on associating Flazio to any obligation, nor expose Flazio to any liability.
14.2 The Requesting Party may not transfer and/or sell this Agreement to third parties, nor any of its rights or obligations that derive from it, without obtaining prior written consent from the other Party.
14.3 This Agreement represents the contractual will of the Parties and supersedes all other agreements, negotiations, proposals already put in place, which concern the subject matter of this Agreement. This Agreement may only be modified by a written amendment signed by the duly authorized representatives of both Parties.
14.4 Any announcement or notification to be made under this agreement is to be considered effectively executed, if sent to the other Party to the addresses specified below:
Flazio: email@example.com ;
Requesting Party : login email to sitebuilderbuilder.com
14.5 The Parties agree that: A. for the purposes of all applicable legislation where a written notification is requested, it is to be considered absolved to use “electronic” notification; B. electronic evidence will be permitted between the parties, both in court proceedings, as well as in procedures out of court.
14.6 If any provision of this Agreement is void or unenforceable by law, such provision shall be removed and the remainder of the agreement will continue in full force and effect .
14.7 The parties agree that this Agreement shall be governed in its entirety and for all obligations expressed or implied by Italian law, which it explicitly refers to. Anything not expressly provided for in this agreement will be governed by the applicable Italian law. The place of jurisdiction for all disputes arising from this contract is the Court of Catania.
14.8 Each Party (and all of its officers, directors, employees, subcontractors, consultants, agents and representatives ) must comply with the anti-corruption legislation of any jurisdiction where it will conduct activities or supply services provided for in this agreement.
14.9 The Parties mutually acknowledge that they have discussed every clause of this Agreement, and therefore the articles 1341 and 1342 of the commercial code are to be considered inapplicable.
The following clauses are explicitly agreed upon and accepted: 3.1) automatic renewal of the contract; 3.3) effects of Service termination and Flazio's right to contact End Users; 4.3) payment terms of the price of the Service and of the Free/Pro Subscription and the consequences for non-fulfillment ; 4.4) Flazio's faculty to modify the content of the agreement 4.5) indemnity rate for non-fulfillment 6.3) limited liabilities on behalf of Flazio 6.4) Limitation of Liability for inefficiency; 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 violation of IP Rights; 12E) payment of the service without exception; 13.1) Flazio's limited responsibility to indemnify damages; 14.8) selection of the court appointed exclusively for this contract; 15) arbitration clause.
the Requesting Party will pay Flazio:
A. For each websited activated with Pro Subscriptions
- € 30+VAT/year or €3+VAT/month to get unlimited hosting and professional functionalities;
- €5 VAT included/year to get 5 email boxes of 5 GB each;
- Domain cost varying for extensions.
B. for every website activated with Free Subscriptions:
B.1 € 0.00 ( euro zero point zero zero) if the domain of the website created only contains the brand " Flazio " (for example: X.flazio.com);
B.2 € 0.25 (zero point twenty-five Euro) plus VAT per month if the domain of the website created refers to the brand of the Requesting Party (for example: X.RequestingPartyName.com).
Within the infrastructure of its Server, Flazio will provide to the Requesting Party 10 Gb of network transfer. Above this limit, the Requesting Party shall pay Flazio € 1.00 + VAT for each additional 10 GB of network transfer.
The amount due for the activation must be paid at the time of activation.
The renewal of the annual Pro licenses will take place 30 days before the expiry date of the contracted year. The renewal of monthly Pro licenses will take place on the same day of each month, on the day of activation. In case of insufficient credit for the renewal of the services, additional withdrawal attempts will be made for a maximum of 30 days, the date on which the Pro Subscription will be suspended, with a consequent downgrade of the service in Free Subcription.
The renewal for Free Subscriptions is scheduled, on the same day of each month, on the day of activation. In case of insufficient credit for the renewal of the services, the editor of free sites not renewed will be immediately blocked. Further withdrawal attempts will be made for a maximum of 30 days, the date on which the Free Subscriptions will be definitively canceled, without the possibility of reactivating them.
In the case that the recharge is insufficient for the renewal of all the pending subscriptions, the following renewal priorities will be applied:
1) Pro subscriptions still active;
2) Pro Subscriptions which are within 30 days from the scheduled renewal date;
3) Free active subscriptions;
4) Free Subscriptions within 30 days from the scheduled renewal date;
There will be no refunds for subscriptions of the service activated and subsequently cancelled. If the Requesting Party is held by the jurisdiction in which the service is provided, to withhold taxes from payments to be made to Flazio, the Requesting Party may withhold from the total due to Flazio the minimum amount required (but no more).
ANNEX B – SERVICE DESCRIPTION AND LEVEL OF USE OF THE SERVICE
Flazio uses a hosting service provided by the infrastructure provider to be considered as a third party with respect to this agreement. The following shows a list of some of the activities supported by Flazio's Service:
¥ Drag & Drop interface
¥ Realtime Content publishing
¥ Editing in a few easy steps
¥ Importing content from Social Media Flazio's Service can be modified and/or extended in time.
1. Level of Service Use (A) Flazio will have to make the service available at least 99 % of the period of each year. (B) The Requesting Party recognizes and guarantees to Flazio the faculty, to exceed the above mentioned minimum level of usability of the Service if a major Service interruption depends on activities necessary for the program's maintenance or its associated infrastructures (by providing prior written notice by e -mail to the Requesting Party, with at least 48 hours of advance notice). For this purpose, Flazio is granted the faculty to suspend the Service for a time frame. Flazio agrees to observe every reasonable effort not to abuse such maintenance activities.
ANNEX C - KEY CONDITIONS FOR USING THE SERVICE FOR THE END USER AND THE FACULTY TO MAKE CHANGES
1. The End User may use the software provided by Flazio, strictly for personal reasons, revocable, non-exclusive, non-sellable, non-transferable, non-sub-licensable;
. The End User may not use the software provided by Flazio in a manner that is not explicitly stated by virtue of this Agreement. This projection should include the prohibition to: (A) alter, sell, lease, allocate to rent, allocate to financially lease, sell, transfer, transfer a debt, sub-license any of its rights to, resell for profit, or distribute the Service or create work generated from the Service or any of its parts; (B) cause or permit any alteration, adaptation, translation, decompilation, disassembling or reverse engineering of the Service; (C) copy the software and/or database or create subsets or databases by processing data in a way that is not expressly permitted by this Agreement.
3. The End User shall be solely responsible for compliance with all applicable laws and regulations in connection with its Web Site and its contents.
4. The end user will be solely responsible for complying with applicable import and export laws that govern the use of the Service. In particular, end users cannot export the Software and/or database, or part of it, directly or indirectly, in violation of these laws, or use them for any purpose prohibited by such laws, including, but not limited to, the proliferation of biological, chemical and nuclear weapons.
5. Flazio is granted the right to use the End User's data for the limited purposes to comply with and to fully carry out the agreement.
(i) causes beyond its reasonable control;
(ii) causes which are not reasonably foreseeable by the Requesting Party, including, but not limited to, (solely for example): interruption or failure of communication or digital transmission and/or delays or failures of the Internet.
Ownership Rights The Requesting Party shall include in the Agreement with the End User, contract terms in which:
(i) the Service provided by the Requesting Party is available to the Requesting Party; and (ii) the Requesting Party does not transfer nor sell any of the intellectual property Rights to anyone, software, or other material related to the Service. Expiration or Termination of Agreement with the End User The End User Agreement must contain provisions on the expiration date and its termination, which are in line with those established herein. In the event of termination or expiration of the agreement with the End User, for any reason occurred, it must be provided for that: (i) Flazio will have the right to directly contact the End User to ask them to join the service provided to End Users present on "Flazio.com" site, so that the End User by accepting the agreement proposal, may maintain the website and data created under this agreement on Flazio's infrastructure; (ii) in the event that the agreement proposed by Flazio is not accepted, the End User cannot make any further use of the Service; (iii) the End User shall immediately remove all Software from its systems immediately and delete any other information, documents, materials, equipment, goods and other items (and all of their copies held and/or incorporated in any format), belonging to the Requesting Party or to Flazio; (iv) the End User will lose any right to maintain all of its data contained in Flazio's platform and/or infrastructure. Guidelines on the reasonable use of the Service In the event that the volume of traffic of an End User is likely to jeopardize the supply and/or performance of the Service to other End Users , Flazio reserves the right, at its sole discretion, to interrupt the Service, either permanently or temporarily, to the End User. In order to achieve the best from the standards mentioned, the volume of traffic generated by an End User must not exceed 1,000 page views per day. Guidelines on the acceptable level of use of the Service The End User must expressly accept that his right to access and use the Service may be suspended and/or excluded if the End User should use the service in conjunction with activities that can be harmful to the Requesting Party or to Flazio's interests or reputation, such as in relation with unsolicited sales email ("spam") or morally objectionable activities. Morally questionable activities include, but are not limited to: activities designed to calumniate or slander, cause embarrassment, harm, threaten, or harass third parties; activities prohibited by the laws of the place where the End-User carries out its business transactions; activities designed to encourage unlawful behaviour by others, such as incitement to hatred, terrorism and child pornography; activities that are vulgar, obscene, invasive of the privacy of a third party; activities to usurp the identity of a third party; and activities designed to harm minors in any way. No refund will be due to the End User when access to the Service is suspended and / or terminated as a result of spam activities or because of morally questionable activities. Domain Transfer If a domain in which the service is provided under the Contract End User is transferred to another entity that operates as a " domain name registrar " ( register of domain names) , the Service will be interrupted for that domain and it will not be restored until the necessary DNS records will be restored to refer to the domain on which the Service is provided . Updates The End User Contract will have to acknowledge Flazio's right to include and implement upgrades to the Service used by the End User (" Updates"). Updates are typically designed to improve, enhance and further evolve the Service and may take the form of bug fixes, inserting advanced features or new capabilities, implementing completely new versions , and may include , (merely as an example): elements such as advertisements , links to third party offers , and other promotional content . Flazio may include updates to its absolute discretion and the End User must agree to receive such updates, in the terms mentioned above, as part of the Service that it will use.
LETTER OF APPOINTMENT AS DATA PROCESSOR
Within the agreement made with the End User, the Requesting Party shall provide the explicit conferment by the End User in favour of Flazio as its qualification and powers of Data Processor for all data that must necessarily be transmitted to Flazio for running the Service.
ANNEX D - SUPPORT ACTIVITIES TO END USERS AND RESPONSIBILITY Part
1. The Requesting Party shall provide support to the End User and shall be held solely responsible.
2. Flazio is not required to provide to the Requesting Party any second-level support and no first-level support will be provided by Flazio to End Users.
3. Flazio is required to provide to the Requesting Party only the Documentation , including an FAQ , which is necessary in order to place the Requesting Party in a position to address the typical questions and/or requests from End Users .
ALLEGATO E - LINEE GUIDA SUL BRAND
In the event of activation of the " Powered by " Service , the Requesting Party shall apply the following criteria :
1. Visual identification
1.1 Logo Only the standard logo may be used and its other side as shown below . No other change to the logo is allowed. The vector logos of Flazio are available at the link below: http://www.flazio.com/PressKit.zip
1.2 Dimensions The font size with which the Flazio brand will be shown, must be at least three times the average text size used on the page where the brand will be inserted.
1.3 Typeface The typeface to use to write the name Flazio is Bariol . No other character can be used .
1.4 Colour Palette The following document outlines the name of the Service's colour palette. No variation is allowed.
2. Trademark Use
2.1 The Flazio brand is exclusive. When used in any format, it must be distinguished (through the use of a ®, ™ or written in bold) from other words and must appear consistently in a distinct manner. Please note that "Flazio" is a registered trademark in Europe and that the use of ® is restricted to this geographical region.
2.2 Before using the logo in any context, the Reseller agrees not to use the logo without Flazio's prior written permission. In addition, the Reseller agrees to respect the terms of the license when using the logo in any context.
2.3 The Reseller agrees and acknowledges that Flazio has the option to publicly reveal that it is the Reseller's Service Provider and to use the name and logo of the Reseller, in order to identify them as a client in promotional materials, including press releases and case studies, materials for events, presentations, web content and the calls of profits, in all media known at this time or to be known in the future.
3. Correct use of the Trademark Correct: Flazio® service, Flazio ™ and ... Acceptable: The Flazio S.r.l., Flazio service is .... Unless otherwise agreed, at the bottom of each web site that provides or promotes the Service, the words "powered by Flazio" (not linked) must be indicated, in order to provide information on the Flazio product.
ANNEX F – LETTER OF APPOINTMENT OF FLAZIO AS DATA PROCESSOR
The Requesting Party and Flazio Srl, registration number 337.298, VAT. n. IT05021040877, share capital € 15,000.00 fully deposited, with registered office in via Mazzini n ° 2, San Giovanni La Punta (CT), through the power of attorney granted to its legal representative pro-tempore Flavio Fazio (hereinafter "Flazio" or "Owner"), collectively the "Parties", have entered into an agreement (the Agreement) for the supply on behalf of Flazio Srl to Reseller of the Service, as described in the Agreement
¥ in executing the Service, Flazio S.r.l. commits to treat the personal data of Site Users, of which the End Users are the data controllers (hereinafter "End User" or "Owner");
¥ the provisions of the Italian legislation on data protection (Legislative Decree 196/2003, as amended, and the regulations issued by the Italian Data Protection -. "Italian Regulations") require the Italian Owners to appoint the data controllers through a written deed, as stipulated by Article 29 of legislative decree n. 196/2003;
¥ under this agreement, the lack of direct relationship between Flazio and the End Users, demonstrates that the direct appointment by the End User, of Flazio as data controller (" Manager") is not always possible, as it's more practical that such a direct appointment is made by the Requesting Party on behalf of the End Users;
¥ the definitions of "personal data", "Data Controller", "Owner" and " person in charge " shall have the meaning defined by the European Directive 95/46/CE;
¥ The Requesting Party authorizes the personal data in its offices or its collaborators, to be processed, elaborated, transferred, communicated, disseminated or otherwise processed in Italy and/or abroad (EU and non- EU);
By signing this letter of appointment on behalf of its client, Flazio agrees to become the "Controller" of personal data involved in the execution of the service under the contract signed with the Requesting Party. Flazio will adopt the minimum measures of security required by law on privacy in force in the country where the processing of data and / or relevant EU directives will be carried out ( "applicable data protection law"). Consequently, Flazio undertakes to respect, and to ensure respect by its employees and all other persons (consultants, subcontractors, etc.) who will manage the personal data of the Owner, following the guidelines described below, and any other written instructions communicated by the data controller itself. These instructions may be updated, amended and / or integrated in accordance with all the relevant provisions of any applicable privacy law ratione termporis. The appointment of Flazio as data controller shall take effect from the date when it is signed by both parties and will be valid until the end of data processing and in any case, not later than the expiry of the Agreement mentioned above or until it is revoked, which may occur in case of non-fulfilment on behalf of the data controller of the obligations for reasons for which it is responsible for, or simply at the discretion of the Owner. The termination of the appointment as data controller for any reason that has occurred, will result in the immediate termination of data processing, as well as the return and / or removal of personal data which concern the Owner and the suspension of the Service.
Instructions for processing personal data
The Data Controller must:
1. in accordance with Article 30 of the Italian Privacy Code, appoint in writing as responsible data controller of personal data, its employees or any other person (such as consultants) who, under their direct guidance and responsibility, will process the data provided by the Owner; upon request to notify the Reseller (as the representative authorized to check data management) of the updated list of Data Controllers;
2. provide the people in charge of Data controlling, the specific operating instructions in order to adopt the minimum security measures, for which standards must be in accordance with the Italian privacy laws;
3. provide the Reseller, as representative authorized by the Owner, the names of any eventual third party that it intends to assign data management to (subcontractor/sub-provider, affiliated company, etc.), either entirely or in part, in the cases and to the extent permitted by this Agreement;
4. promptly inform the Requesting Party, as representative of the Owner, any information request or data notifications on behalf of interested parties or from the Warrantor, whenever such a request requires an answer by prior arrangement with the Owner, in order to protect Italian data or of other Authorities.
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