These General Supply Conditions of the SaaS Service (hereinafter “GENERAL CONDITIONS”), together with the Order Form signed by the Customer, govern the purchase and use of the services offered by Future Fashion S.r.l. (hereinafter “SUPPLIER”) through its MTOsuite web platform (hereinafter “SERVICES”), as specifically indicated in the relevant Order Form signed by the Customer and accepted by the Supplier (hereinafter collectively “THE PARTIES”).

ART. 1 – DEFINITIONS

1.1 The meanings of some terms and expressions used in this contract and written with capital letters are defined below:

• “Software Application”: indicates the computer program created and marketed by the Supplier and called “3Dsuite” and “MTOsuite”. MTOsuite allows the omnichannel management (e-commerce and network of physical stores) of “made to order” projects through the taking of orders through an OMS (Order Management System) and a 3D configurator with AR mode (augmented reality) through a web app connected to the Internet. 3Dsuite allows the management and organization of 3D files and visualization through a 3D viewer with AR (augmented reality). Further technical specifications and illustrative documentation of the Software Application and three-dimensional objects are available on the Supplier’s website accessible at https://futurefashionsolution.com/. The Supplier reserves the right to make any changes deemed necessary for the improvement of the Software Application at any time.
• “Customer”: indicates the subject, natural or legal person, indicated in detail in the Order Form, who signs the Contract for their own commercial or professional purposes.
• “Contract”: indicates the Order Form together with these General Supply Conditions of the SaaS Service, concluded between the Customer and the Supplier in the manner indicated in the Order Form.
• “Fees”: indicate the fees shown in the Order Form in relation to the use of the Services and any extra items not included in the subscription plan chosen by the Customer.
• “Access Credentials”: indicate an identification code (username) and a password, which the Supplier will assign to the Customer upon activation of the Services, and through which the Customer can access and use the Services.
• “Supplier”: indicates Future Fashion S.r.l., with registered office in

  Via Reclusorio, 1 , 06034 Foligno PG, tax code and VAT number n. IT01931350431.

• “Modulo d’Ordine”: indica il modulo, sottoscritto dal Cliente, contenente i dati anagrafici del Cliente, i Servizi acquistati in relazione al piano di abbonamento scelto dal Cliente, la durata del Contratto e il Corrispettivo.
• “Impression”: indicates each single view of the 3D Model by anyone; for the purposes of counting the number of views, the log kept by the service provider hosting the Software Application will prevail.
• “SaaS mode” (Software as a Service): indicates the model of distribution and use of a software program over the Internet, through a hosting service managed by third parties.
• “Order Form”: indicates the form, signed by the Customer, containing the Customer’s personal data, the Services purchased in relation to the subscription plan chosen by the Customer, the duration of the Contract and the Fees.
• “Modello/i 3D”: indica la rappresentazione tridimensionale digitale di un prodotto del Cliente, elaborata dal Fornitore in esecuzione del Contratto e visualizzata attraverso l’Applicativo Software.
• “Servizi”: indica i servizi di accesso ed utilizzo in Modalità SaaS dell’Applicativo Software e gli altri servizi specificamente indicati nel Modulo d’Ordine in relazione al piano di abbonamento scelto dal Cliente.
• “3D Model / s”: indicates the three-dimensional digital representation of a Customer’s product, processed by the Supplier in execution of the Contract and displayed through the Software Application.
• “Services”: indicates the services for accessing and using the Software Application in SaaS Mode and other services specifically indicated in the Order Form in relation to the subscription plan chosen by the Customer.

ART. 2 – OBJECT OF THE CONTRACT AND SERVICES ACTIVATION 

2.1 This contract has as its object the provision of the Services in favor of the Customer, upon payment of the Fees, for the entire duration of the Contract, except for its early termination whatever the cause, and under the conditions specified in the Order Form and in these General Conditions.

2.2 The Contract is finalized when the Order Form and these General Conditions countersigned by the Supplier (the delivery date of the PEC will be considered as proof). The Services will be activated by the Supplier only upon payment of the Fees by the Customer, within the terms and in the manner indicated in the Order Form.

ART. 3 – ACCESS AND USAGE OF THE SERVICES

3.1 Remote access and use of the Software Application will be allowed to the Customer by means of an electronic connection, following the authentication procedure through the Access Credentials communicated by the Supplier or in various ways agreed with the Customer. The Supplier will have the right to modify at any time the methods of accessing and using the Services also due to changes in information technology and the variation of the technical characteristics of the Software and basic Application (e.g. programming languages, operating systems, infrastructures , etc.).

3.2 To access the Services and to use the Software Application, the Customer must have a PC, tablet or smartphone of the latest generation, equipped with an Internet connection and a browser updated to the latest version.

3.3 With the conclusion of the Contract and upon payment of the Fees, the Customer will receive via e-mail or PEC, at the addresses indicated in the Order Form, the Access Credentials to access and use the Services activated by the Supplier.

3.4 From the first access, the Customer assumes all charges and responsibilities regarding the use of the Services and any data entered in the related IT archives.

3.5 The Supplier may at any time carry out inspections and controls regarding the correct use of the Services, without, however, directly accessing the Customer’s data archives, if any, unless authorized or requested by the latter. In any case, the Supplier assumes no responsibility for any information contained in the archives and databases pertaining to the Customer.

3.6 Any data contained in the archives of your area are exclusive property of the Customer and can only be processed directly by the Customer. The data may be entered, changed, processed or otherwise manipulated, only and exclusively in the ways and forms provided for by the Software Application made available to the Customer.

3.7 Access to the Software Application will be available every day of the week and at any time, except as provided for in the following art. 8.

3.8 The data entered on the software platform by the Customer will be protected with encryption systems such as to make such data unusable for the Supplier.

3.9 The Supplier guarantees the Customer assistance service for the use of the Services, both by e-mail, by telephone or by video call, during office hours and by appointment, as governed by the following art. 10.4.

ART. 4 – OBLIGATIONS OF THE SUPPLIER AND PROVISION OF THE SERVICES

4.1 The Supplier undertakes to carry out in favor of the Customer the activities specifically indicated in the Order Form and associated with the subscription plan chosen by the Customer. Any further activities not indicated in the Order Form must be agreed from time to time in writing between the Parties.

4.2 Upon reaching the maximum Impression limit indicated in the Order Form in relation to the subscription plan chosen by the Customer (the log kept by the service provider hosting the Software Application will be valid), the Supplier will notify the Customer and will charge the amount indicated in the Order Form under the heading “Extra Impressions” for each Impression beyond the agreed maximum limit. Invoicing will take place on a monthly basis starting from the date of exceeding the agreed maximum Impression limit.

4.3 Each 3D Model included in the subscription plan chosen by the Customer will be created by the Supplier within the terms indicated in the Order Form, upon payment of the Fees and after sending all the necessary material to the Supplier.

4.4 If, during the course of this contract, the Customer asks the Supplier to create additional 3D Models with respect to the quantity provided for in the Order Form, these 3D Models will be created at the cost indicated in the Order Form (SET-UP Services ) and within the terms indicated therein, after sending all the necessary material to the Supplier.

4.5 In order to allow the Customer to integrate the display of each 3D Model in the product page of its website, the Supplier, upon payment of the Fees, will make available to the Customer within the Software Application and for each 3D Model created, the necessary javascript script or responsive iframe (desktop / table / smartphone). The implementation of the script on the Customer’s website will be carried out at the sole care and expense of the Customer.

ART. 5 – CUSTOMER’S OBLIGATIONS AND RESPONSIBILITIES

5.1 The Customer undertakes to deliver to the Supplier, within the term indicated in the Order Form, all the material necessary for the development of each 3D Model, as specified in the Order Form and / or subsequently requested by the Supplier, raising this last from any responsibility in case of failure or delay in delivery of the aforementioned material and renouncing as of now any request for reimbursement of any sums paid to the Supplier.

5.2 The Customer undertakes to keep the Access Credentials secret with the utmost care and diligence. It is forbidden for the Customer to transfer the Access Credentials to third parties for any reason or in any case to allow access to the Services to third parties in any way.

5.3 The Customer is personally responsible for any damage that may be caused to the Supplier and / or to third parties as a result of improper use and / or the loss, misappropriation or theft of the Access Credentials and in general from the use of the same by third parties.

5.4 In the event of theft and / or loss of the Access Credentials, the Customer must immediately notify the Supplier in writing at the e-mail address indicated in the Order Form, in order to allow the Supplier to deactivate and replace the lost or stolen login credentials.

5.5 The Customer undertakes to use the Services in full compliance with all applicable laws, as well as in compliance with the technical characteristics of the Software Application and the illustrative documentation provided by the Supplier through its website www.futurefashionsolution.com and through its own social media channels.

5.6 The Customer undertakes to use the Services in the context of his professional or business activity, committing himself not to reproduce them, in any way, even partially, distribute them, sell them, rent them, exploit them for commercial purposes or in any case allow third parties to use them in whole or in part, in any capacity or form, whether for fees or free of charge.

5.7 All costs relating to electrical, electronic or any other kind of equipment, software programs, telephone and / or network services and anything else necessary to access and use the Services are the sole responsibility of the Customer.

5.8 The Customer will hold the Supplier harmless and indemnified from any claim, action or request for compensation from third parties in any way connected to the violation, by the Customer and / or its employees, collaborators, partners and / or associates, even of one of the obligations and / or obligations referred to in the Contract, undertaking to reimburse all the sums it was required to pay.

5.9 The Customer guarantees the use of the Services in accordance with good professional practices, the rules of law and current regulations, such as by way of example: labor, tax, privacy, security regulations. Therefore, no responsibility and / or exception can be raised by the Customer towards the Supplier for any damage and / or events that may arise during the execution of the Contract, and which are deriving, directly or indirectly, and / or in any case connected to the violations or simple non-compliance with contractual and legal obligations and conditions imposed on the Customer and / or in any case objectively not dependent on the Supplier.

ART. 6 – FEES AND PAYMENTS

6.1 By way of fees for the provision of the Services, the Customer will pay the Supplier the amounts indicated in the Order Form, according to the methods and terms of payment indicated therein.

ART. 7 – CONTRACT DURATION AND RENEWAL

7.1 The Contract will have the duration indicated in the Order Form, starting from the date of activation of the Services, and will be renewed automatically for the same periods unless written cancellation by one of the Parties to be sent to the other by certified email to the addresses indicated in the Order Form  at least 30 (thirty) days before the respective deadlines.

7.2 Upon termination of the Agreement for any reason, the Services will be automatically deactivated by deactivating the Access Credentials so that the Software Application will no longer be usable by the Customer. It is understood, for greater clarity between the parties, that following the deactivation of the Services, the 3D Models will no longer be accessible and viewable and may no longer be used in any way by the Customer.

ART. 8 – SUSPENSION OF SERVICES

8.1 The Supplier reserves the right to suspend, in whole or in part, the provision of the Services in each of the following cases:

1. default by the Customer in the payment of the Fees for a period exceeding 5 (five) working days with respect to the respective deadlines, until full payment of the amount due. It is understood that the suspension period cannot be recovered or reimbursed under any circumstances. Following suspension for arrears, in the event that the Customer balances the entire amount due, the unused service and / or supply period cannot be recovered and the sums paid will be charged as a penalty for the delay in fulfillment. The Supplier retains the right to to exercise the option referred to in the following article 8 (express termination clause);
2. whenever there is reasonable evidence of a violation of the Customer’s obligations referred to in Article 5 above, without this entailing any liability of the Supplier towards the Customer, even in the event that said violations prove to be non-existent;
3. modifications, interventions and / or ordinary or extraordinary maintenance to the Services and / or the Software Application;
4. disputes and / or requests of any kind from third parties or from the Public Administration or from Judicial Authorities of any kind, without this implying any liability of the Supplier towards the Customer.

8.2 In none of the above cases, the suspension period can be recovered or reimbursed to the Customer.

ART. 9 – EXPRESS TERMINATION CLAUSE

9.1 The non-fulfillment by the Customer of even one of the obligations provided for in Article 5 (Customer’s Obligations and Responsibilities), in Art. 6 (Fees and payments) and art. 10 (Intellectual property), will give rise to the Supplier the right to terminate this contract in the manner set out in art. 1456 of the Italian Civil Code, i.e. by means of a simple written communication sent to the Customer that he wants to make use of this express termination clause, with the consequent immediate deactivation of the Services and revocation of all rights granted under the Contract.

ART.10 – SLA (Service Level Agreement)

10.1 Operational functionality SLA. This level includes rules and parameters relating to the operational functionality of the services, in particular: provision and planned operating hours, service uptime, scheduled ordinary and extraordinary maintenance, backup and restore, management of anomalies reported by the user or detected by the internal monitoring service, change management.

Service provision and support times are indicated in the following table.

*in the periods 24.12-06.01 – 05.08-25.08 partial support is guaranteed

10.2 Usage SLA. The Supplier carries out monitoring activities on the hardware and network infrastructures, on the operating systems and on the basic software, RDBMS included, and on the services. The monitored parameters are: disk space, memory occupation, processing loads, response times.

The monitoring services are carried out in automatic or manual mode and with different types of timetables.

10.3 Scheduled ordinary and extraordinary maintenance. Scheduled ordinary and extraordinary maintenance concern the activities regularly carried out to maintain the optimal functionality of the services. The activities related to ordinary maintenance, scheduled on a weekly basis, are: backup, application updates, datawarehousing updates.

The activities relating to planned extraordinary maintenance are: infrastructure update, basic software update, operating environment upgrade, supply system upgrade, safety extraordinary interventions, extraordinary interventions for application adaptation.

Being not strictly linked to a periodic frequency, these activities are carried out (where possible) on pre-established days and times. In the event that they cause discontinuity in the service, the relative users are notified with an adequate notice period, indicated in the following table.

10.4 Management of anomalies reported by the user. Any anomalies in the services provided must be communicated via email to help@futurefashionsolution.com. The anomalies will be analyzed by the Supplier within 8 working hours from receipt, classified into three categories of severity with times for taking charge of the request as per the following table. In relation to the analysis carried out, the Supplier will communicate the resolution times of the anomaly

*if the anomaly is reported on holidays, the taking over is to be intended from the first working day following the report

ART. 11 – WARRANTIES AND LIABILITY LIMITATIONS 

11.1 The Supplier exclusively guarantees that the Services will be provided, and the Software Application will function, substantially corresponding to what is indicated in the related descriptive documents and in the technical specifications published on the website www.futurefashionsolution.com.

11.2 By signing the Contract, the Customer declares to have read and understood the Software Application completely, also through the informative material available on the website www.futurefashionsolution.com, and declares to be solely responsible for verifying the adequacy and suitability of the same with respect to its specific needs and the use it intends to carry out. The Customer acknowledges that the Supplier does not provide any guarantee regarding the functioning of the Services in all hardware and software combinations that can be chosen for use by the Customer, who, before the conclusion of this contract, declares to have fully checked and evaluated, under his personal responsibility, the satisfaction of his needs.

11.3 By signing the Contract, the Customer acknowledges and expressly accepts that the use of the Software Application is permitted in the state in which it is found, without any guarantee that its functions, as described in the technical specifications, meet the legal requirements and / or the needs of the Customer and / or are free from errors. The Customer, therefore, has the responsibility of always verifying the result of the processing carried out through the Software Application, the use of which he is solely and exclusively responsible for. The Supplier disclaims any liability arising from the incorrect use of the Software Application and / or the Customer’s failure to verify the result of the processing.

11.4 The Supplier assumes no responsibility for the content of any data entered by the Customer in the memory areas made available on the Supplier’s servers during the provision of the Services.

11.5 Without prejudice to the binding limits of the law, the Supplier cannot be held responsible for damages, of any kind, that the Customer and / or third parties may suffer due to the use of the Services and / or the Software Application or due to delays , suspensions, interruptions, defects and / or malfunctions of the Services and / or the Software Application, whether total or partial, temporary or definitive, deriving from any cause, including but not limited to the following:

1. malfunctions of the Services and / or the Software Application generally caused by: 1) intentional or negligent behavior of the Customer; 2) failures and / or malfunctions of the Customer’s computers to use the Services; 3) failures and / or malfunctions of the equipment, plants and / or systems, of any type, in use at the Customer’s premises;
2. suspension and / or interruption of the electricity supply service and / or Internet connection and / or hosting / housing services used by the Supplier for the provision of the Services and / or APP stores, by the relative managers;
3. Internet network and / or server failures;
4. failure by the Customer to verify the results of the Software Application processing.

11.6 In the event that the delay, malfunction, suspension and / or interruption in the provision of the Services, whether total or partial, temporary or definitive, is attributable to the Supplier, the Customer will only be entitled to an extension of the duration of the Contract for a period equal to the duration of the delay, malfunction, suspension and / or interruption itself, with the exclusion of any other indemnity or compensation.

11.7 In any case, any complaint must be proposed, under penalty of forfeiture, within 8 (eight) days from the discovery of the defects and / or malfunctions of the Services and / or Software Applications, by certified email or registered letter with return receipt, containing the detailed description and documentation relating to the defect (s) or malfunction (s) found and its traceability to a breach by the Supplier of the provisions of the Contract.

11.8 Notwithstanding the foregoing and without prejudice to the mandatory limits of the law, the liability of the Service Provider is in any case limited to a maximum amount corresponding to the maximum annual fee paid by the Customer according to the chosen subscription plan.

ART. 12 – INTELLECTUAL PROPERTY

12.1 The Customer acknowledges and expressly accepts that the Supplier is the exclusive owner of all intellectual property rights relating to the Services, the Software Application and each 3D Model created by the Supplier in execution of the Contract, including the related source codes. For this reason, the Customer will not be able to claim any rights, nor make any claims in relation to the same, nor on any additional computer programs and / or other intellectual creations developed by the Supplier in execution of the Contract and / or by third parties that have granted to the Supplier rights to use them, necessary for the operation and provision of the Services and / or the Software Application. For the sake of clarity of the Parties, it is specified that “intellectual property rights” means any right regulated, from time to time, by national and international laws on copyright, patents, models, distinctive signs, protection of semiconductor chips, on moral and property rights, industrial secrecy, unfair competition, privacy and any other rights relating to property rights, as well as any applications, renewals, extensions, reintroductions and restorations, currently in force or enforceable in the future , all over the world.

12.2 For the sole purpose of using the Services, the Provider grants the Customer a temporary non-transferable and non-exclusive usage license for the entire duration of the Contract or until its early termination, whatever the cause, for the use of the Software Application and 3D Models according to the terms and methods indicated in the Agreement, it being understood in any case that the Customer cannot (nor allow third parties to do so) copy, modify, create software derived from or in any way attempt to discover any source code, sell, assign, sub-license, confer or transfer to third parties any right on the Software Application and / or 3D Models and / or any other intellectual creation developed by the Supplier in execution of the Contract, unless expressly authorized in writing by the Supplier. The Customer also undertakes not to access the Services and / or the Software Application through an interface other than that provided or authorized by the Supplier. It is understood that the license to use granted with the Contract does not in any way constitute the transfer or sale, in whole or in part, of the property rights relating to the Services, the Software Application and the 3D Models.

12.3 By virtue of the foregoing, in the event of termination of the Agreement, whatever the cause, the Customer, for himself and / or his successors in title, will no longer be able to make any use of the Software Application and / or the 3D Models created by the Supplier in execution of the Contract itself.

12.4 The Contract does not attribute to the Customer any rights on graphic patterns, distinctive signs and / or commercial names of any kind, relating to the Services and the Software Application, which must not, in any case and in any way, be modified, altered, moved, removed or played.

12.5 With the signing of the Contract and for its entire duration, as well as unlimitedly for the time following its expiry or its early termination, whatever the cause, or for the maximum time extension permitted by law, the Customer expressly authorizes the Supplier to use the name, logos, trademarks, and distinctive signs in general belonging to the Customer, as well as the graphic representations of its products for which the Supplier has created 3D Models, as well as the 3D Models themselves, for the sole purpose of promoting the Services and the Software Application through its website and through any other promotional channel (e.g. social networks, press, radio, TV, etc.). It is understood that the use of the aforementioned elements by the Supplier must be carried out exclusively for descriptive purposes of the Services and the Software Application.

ART. 13 – CONFIDENTIALITY

13.1 The Customer undertakes, for himself and for his own employees, collaborators, partners and / or associates, to keep confidential and not to disclose in any way to third parties, all information, news, data, contained in the descriptive documentation, any user manuals, software, relating to the Services and / or the Software Application or their technical and organizational know-how, learned or known in execution or during the term of the Contract, including the content of the clauses of the Contract.

ART. 14 – PERSONAL DATA PROCESSING

14.1 In compliance with and by effects of what stated in EU Regulation 2016/679 (hereinafter “GDPR”) and Legislative Decree 192/2003 and subsequent amendments, the Supplier declares that the personal data communicated by the Customer will be processed by authorized persons for the exclusive purpose to fulfill contractual obligations. The Customer declares to have been fully and exhaustively informed on the purposes and methods of the processing of their personal data freely communicated at the time of the conclusion or in the course of execution of the Contract.

14.2 The processing can take place with manual, IT and telematic tools, in such a way as to guarantee the confidentiality, integrity and availability of the data in full compliance with the provisions of the law. The data are not subject to disclosure and may be communicated exclusively to those subjects to whom such communication must be made in fulfillment of an obligation established by law, by a regulation or by community legislation, as well as to those subjects to whom the communication must be made to execute the contractual relationship.

14.3 The Customer has the right to access the personal data communicated to the Supplier, pursuant to art. from 15 of the GDPR, as well as pursuant to art. 16, 17, 18, 20, 21 and 22, respectively – where the conditions are met – of the right to rectify personal data, to cancel personal data, to limit processing, to portability of personal data, to object to processing and not to be subjected to the automated decision-making process.

14.4 The personal data in question will be processed for the entire duration of the contractual relationship and for a further 10 (ten) years from its termination, whatever the cause, also in order to fulfill the legal obligations of keeping accounting records.

14.5 The complete and constantly updated information provided by the Supplier is available to the User at the address: https://www.iubenda.com/privacy-policy/47823585

ART. 15 – APPOINTMENT AS MANAGER/SUB-MANAGER OF THE PROCESSING

15.1 If among the Services indicated in the Order Form accepted by the Supplier there are services that have as their object or presuppose the processing, by the Supplier, of personal data of natural persons managed by the Customer as owner or manager of the processing pursuant to the GDPR, the Supplier, pursuant to and for the purposes of article 28 GDPR, with this Agreement is designated by the Customer – as the Data Controller or as an appropriately authorized Data Processor – Data Processor, or Sub-Data Processor where the legal requirements are met, of the aforementioned personal data in relation to all the processing necessary for the execution of the Contract and limited to the services provided herein.

15.2 In particular, the Supplier, in the aforementioned qualification, will:

1. process the data that will be communicated to him by the Customer (as Owner or Manager), or that in any case the Supplier will process in the execution of the Contract, in compliance with the instructions contained in this or in other clauses of the Contract, as Manager or Sub- Responsible, exclusively for the fulfillment of the contractual obligations undertaken towards the Customer or for the fulfillment of obligations established by law, regulations or community legislation;
2. designate the persons in charge of processing, providing them with instructions for carrying out their task and verifying their timely application;
3. inform the Customer about any request, order or control in relation to the processing of personal data carried out by the Data Processor on behalf of the Data Controller, by the Guarantor for the Protection of Personal Data or by any judicial or administrative authority;
4. adopt the most appropriate security measures for the personal data being processed and monitor their application, in order to minimize the risk of destruction or loss, unauthorized access or processing that is not permitted or does not comply with the purposes of the collection of the data themselves, with the aim of ensuring that such processing takes place in conditions that guarantee the confidentiality, integrity and availability of the data;
5. keep the data for a period not exceeding 10 years from the termination of the Contract, without prejudice to the right of early cancellation or the need to keep the data for a longer period due to legal, regulatory or judicial obligations;
6. collaborate with the Customer, as Data Controller or Data Processor, for the fulfillment of the requests of the interested parties and the requests of the Guarantor for the protection of personal data, guarantee the possibility of exercising the rights provided by the GDPR by the interested party and take care of the application, informing the Owner / Manager when an interested party actually exercises these rights.

15.3 The designation referred to in this article will be effective for the entire duration of the Agreement, including any extensions or extensions thereof.

15.4 It is understood that if any Services that have as their object or presuppose the processing of personal data owned or managed by the Customer are not provided and / or provided directly by the Supplier, but by third parties, the Supplier will not assume the role of Manager or Sub-Data Processor pursuant to art. 28 GDPR and it will be the burden and responsibility of the Customer to identify and designate, where necessary, the relevant Data Processor or Sub-Manager.

ART. 16 – CUSTOMER’S DECLARATIONS AND WARRANTIES

16.1 By signing this Agreement, the Customer declares that he is acting in the exercise of his professional and / or entrepreneurial activity.

16.2 The Customer expressly declares to have received and read the documentation relating to the Services and Software Applications and to know it in all its parts.

16.3 The Customer guarantees the lawfulness of the content of the data entered in the memory areas made available on the Supplier’s servers, of which he declares and acknowledges that he is solely and exclusively responsible and owner.

ART. 17 – PROHIBITION OF CONTRACT TRANSFER

17.1 The Customer may not transfer the Contract to third parties, in whole or in part, free of charge or for a fee, temporarily or definitively.

ART. 18 – EXCLUSIVE JURISDICTION

18.1 Any dispute relating and / or connected to the Contract, including those concerning the validity, interpretation, execution or termination of the same, will be remitted to the exclusive jurisdiction of the Court of Macerata, with the express exclusion of any other competing judicial authority.

ART. 19 – FINAL RULES

19.1 Together with the Order Form, these General Conditions constitute the sole and exclusive agreement between the Customer and the Supplier relating to the subject of the Contract.

19.2 Failure by the Supplier to exercise its right, provided for by law or by the Contract, does not in any case constitute a waiver of the right itself.

19.3 Should one or more provisions of the Contract be declared invalid by the competent Judge, the Parties agree that the Judge must in any case try to maintain the effectiveness of the agreements between the Parties, as specified in the Contract.

* * *

Although not expressly contemplated by this contract, the provisions of the Italian civil code and the legal provisions in force apply where applicable.

The Customer declares to have read and understood all the above clauses and to fully accept their content.

Pursuant to and for the purposes of articles. 1341 and 1342 of the Italian Civil Code, the Customer declares to have read and specifically approved the following clauses:

Art. 7.1 (Automatic renewal of the contract unless canceled);

Art. 8 (Provider’s right to suspend the Services and penalty);

Art. 9 (Express termination clause in favor of the Supplier);

Art. 11 (Supplier’s Guarantees and limitations of liability);

Art. 12 (Intellectual property, non-transfer of rights, temporary use license);

Art. 18 (Applicable law and exclusive jurisdiction).