Version 6.0, 02 May 2024<\/span><\/p>\n This Interacta Agreement (the \u2018Agreement\u2019) is entered into by and between Dinova S.r.l., with offices at Via dei Lapidari 12, 40129 Bologna, Italy and the entity agreeing to these terms (\u2018the Customer\u2019) for use of the Interacta software solutions Services (\u201cthe Services\u201d). This Agreement is effective as of the date that the Customer subscribes an offline commercial proposal provided by Dinova or an Authorized Reseller, or provides an equivalent offline purchase order.<\/span><\/p>\n \u00a0<\/span><\/p>\n 1.1 Services use. <\/span>During the Term, Dinova will provide the Services in accordance with the Agreement. Customer may use the Services ordered in the applicable Order Form or Reseller Order in accordance with this Agreement.<\/span><\/p>\n (a) To the Services. Dinova may make commercially reasonable changes to the Services from time to time. <\/span>Dinova will inform Customer if Dinova makes a material change to the Services that has a material impact on Customer’s use of the Services<\/span>.<\/span><\/p>\n (b) To the Agreement. Dinova may make commercially reasonable changes to this Agreement from time to time. If Dinova makes a material change to the Agreement, Dinova will inform the Customer by either sending an email to the Notification Email Address or alerting the Customer through the Admin Console. Material changes to the Agreement will become effective thirty days after the notice is given, except if the changes apply to new functionality in which case the changes will be effective immediately. If the change has a material adverse impact on the Customer, and the change is not a result of Dinova complying with a court order or applicable law, the Customer may notify Dinova within thirty days after being informed of the change that the Customer does not agree with the change. If the Customer notifies Dinova as required, then the Customer will remain governed by the terms in effect immediately prior to the change until the earlier of: (i) the end of the then-current Agreement or (ii) 12 months after Dinova informs the Customer of the change, unless the modification to the Agreement is in response to a court order or to comply with applicable law. If the Agreement renews, it will do so under the updated Agreement.<\/span><\/p>\n (c) Discontinuation of Services. Dinova can discontinue any Services or any portion or feature for any reason at any time without liability to the Customer.<\/span><\/p>\n (d) Deprecation Policy. Dinova will notify the Customer if it intends to make a Significant Deprecation in the Services. Dinova will use commercially reasonable efforts to continue to provide the Services without a Significant Deprecation for at least one year after that notification, unless (as Dinova determines in its reasonable good faith judgement): (i) otherwise required by law or by contract (including if there is a change in applicable law or contract), or (ii) doing so could create a security risk or a substantial economic or technical burden. This policy is the \u2018Deprecation Policy\u2019.<\/span><\/p>\n 3.1 Compliance. The Customer must ensure that all use of the Services by the Customer and its End Users complies with this Agreement.<\/span><\/p>\n 3.2 Privacy. Customer is responsible for any consents and notices required to permit (a) Customer’s use and receipt of the Services, and (b) Dinova\u2019s accessing, storing, and processing of data provided by Customer (including Customer Data) under the Agreement.<\/span><\/p>\n 3.3 Customer Administration of the Services. Customer may specify one or more Administrators through the Admin Console who will have the rights to access Admin Account(s) and to administer the End-User Accounts. The Customer is responsible for: (a) maintaining the confidentiality of the password and Admin Account(s); (b) designating those individuals who are authorised to access the Admin Account(s); and (c) ensuring that all activities that occur in connection with the Admin Account(s) comply with the Agreement. The Customer agrees that Dinova\u2019s responsibilities do not extend to the internal management or administration of the Services for the Customer and that Dinova is merely a data processor.<\/span><\/p>\n 3.4 Administrator Access; End-User Consent.<\/span><\/p>\n (a) Administrator Access. Administrators will have the ability to access all the Customer\u2019s End-User Accounts, including the ability to access, monitor, use, modify, withhold or disclose any data available to End Users associated with their End-User Accounts.<\/span><\/p>\n (b) End-User Consent. the Customer will obtain and maintain all required consents from End Users to allow: (i) Administrators to have the access described in this Agreement; and (ii) Dinova\u2019s provision of the Services to Administrators and End Users.<\/span><\/p>\n 3.5 Unauthorised Use. the Customer will use commercially reasonable efforts to prevent unauthorised use of the Services and to terminate any unauthorised use. The Customer will promptly notify Dinova of any unauthorised use of, or access to, the Services of which it becomes aware.<\/span><\/p>\n 3.6 Restrictions. Customer will not, and will not allow End Users to, (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the Services; or (d) access or use the Services (i) for High Risk Activities; (ii) in violation of the AUP; (iii) to place or receive emergency service calls.<\/span><\/p>\n 3.7 Support. The Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to the Customer\u2019s or End Users\u2019 use of the Services. The Customer will use commercially reasonable efforts to resolve support issues before escalating them to Dinova.<\/span><\/p>\n 4.1 Of End User Accounts by Dinova. If Dinova becomes aware of an End User\u2019s violation of the Agreement, then Dinova may specifically request that Customer Suspend the applicable End User Account. If Customer fails to comply with Dinova\u2019s request to Suspend an End-User Account, then Dinova may do so. The duration of any Suspension by Dinova will be until the applicable End User has cured the breach which caused the Suspension.<\/span><\/p>\n 4.2 Emergency Security Issues. Notwithstanding the foregoing, if there is an Emergency Security Issue, then Dinova may automatically Suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Emergency Security Issue. If Dinova Suspends an End-User Account for any reason without prior notice to Customer, at Customer\u2019s request, Dinova will provide Customer with the reason for the Suspension as soon as is reasonably possible.<\/span><\/p>\n 4.3 Suspension to Comply with Laws. Dinova may at its sole discretion Suspend the provision of any Services at any time if required to comply with any applicable law.<\/span><\/p>\n 5.1 Intellectual Property Rights. Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other\u2019s content or any of the other\u2019s intellectual property. Dinova owns all Intellectual Property Rights in the Services and Software.<\/span><\/p>\n 5.2 Protection of Customer Data. Dinova will only access, use, or otherwise process Customer Data in accordance with the Data Processing Addendum and will not access, use, or process Customer Data for any other purpose. Dinova has implemented and will maintain technical, organizational, and physical safeguards to protect Customer Data, as further described in the Data Processing Addendum.<\/span><\/p>\n 6.1 Obligations. The recipient will only use the disclosing party\u2019s Confidential Information to exercise the recipient\u2019s rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the disclosing party\u2019s Confidential Information. The recipient may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors (\u201cDelegates\u201d) who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Delegates use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.<\/span><\/p>\n 6.2 Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient or its Affiliate may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient or its Affiliate uses commercially reasonable efforts to (a) promptly notify the other party before any such disclosure of its Confidential Information, and (b) comply with the other party\u2019s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.<\/span><\/p>\n 7.1 Agreement Term. The term of this Agreement (the \u201cTerm\u201d) is defined in the Order Form or similar document subscribed by Dinova, or an Authorized Reseller, and the Customer.<\/span><\/p>\n 7.2 Termination for Breach. To the extent permitted by applicable law, either party may terminate this Agreement immediately on written notice if (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach, or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.<\/span><\/p>\n 7.3 Termination for Convenience. Customer may stop using the Services at any time. Subject to Customer fulfilling all its financial commitments under the applicable Order Form or otherwise under this Agreement (including payment of all Fees for the Order Term), Customer may also terminate this Agreement for its convenience at any time on prior 30 days written notice.<\/span><\/p>\n 7.4 Termination Due to Applicable Law; Violation of Laws. Dinova may terminate this Agreement and\/or any applicable Order Form immediately on written notice if Dinova reasonably believes thatcontinued provision of any Service used by Customer would violate applicable law(s).<\/span><\/p>\n 7.5 Effect of Termination or Non-Renewal. If the Agreement is terminated or not renewed, then (a) all rights and access to the Services will cease (including access to Customer Data), unless otherwise described in this Agreement, and (b) all Fees owed by Customer to Dinova are immediately due upon Customer\u2019s receipt of the final electronic bill or as stated in the final invoice.<\/span><\/p>\n 7.6 No Refunds. Unless expressly stated otherwise in this Agreement, termination or non renewal under any section of this Agreement will not oblige Dinova to refund any Fees.<\/span><\/p>\n Each party represents and warrants that (a) it has full power and authority to enter into the Agreement, and (b) it will comply with all laws applicable to its provision, receipt, or use of the Services, as applicable<\/span><\/p>\n Except as expressly provided for in the Agreement, Dinova does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, non-infringement, or error-free or uninterrupted use of the Services and (b) any representations about content or information accessible through the Services.<\/span><\/p>\n 10.1 Limitation on Indirect Liability. To the extent permitted by applicable law and subject to Section 10.3 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to the Agreement for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill.<\/span><\/p>\n 10.2 Limitation on Amount of Liability. Each party\u2019s total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees Customer paid during the 12 month period before the event giving rise to Liability.<\/span><\/p>\n 10.3 Unlimited Liabilities. Nothing in the Agreement excludes or limits either party\u2019s Liability for:<\/span><\/p>\n (a) its fraud or fraudulent misrepresentation;<\/span><\/p>\n (b) its infringement of the other party\u2019s Intellectual Property Rights;<\/span><\/p>\n (c) its payment obligations under the Agreement; or<\/span><\/p>\n (d) matters for which liability cannot be excluded or limited under applicable law.<\/span><\/p>\n 11.1 Notices. Dinova may provide any notice to the Customer under this Agreement by: (a) sending an email to the Notification Email Address or by (b) posting a notice in the Admin Console. The Customer may provide notice to Dinova under this Agreement by sending an email to Dinova\u2019s legal department at legal@dinova.one. <\/span>Customer is responsible for keeping its Notification Email Address current throughout the Term.\u00a0<\/span><\/p>\n 11.2 Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an Affiliate, but only if: (a) the assignee agrees in writing to be bound by the terms of this Agreement; and (b) the assigning party remains liable for obligations incurred under the Agreement prior to the assignment. Any other attempt to transfer or assign is void.<\/span><\/p>\n 11.3 Change of Control. Upon a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) the party experiencing the change of control will provide written notice to the other party within thirty days after the change of control; and (b) the other party may immediately terminate this Agreement any time between the change of control and thirty days after it receives the written notice in subsection (a).<\/span><\/p>\n 11.4 Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labour condition, governmental action and Internet disturbance) that was beyond the party\u2019s reasonable control.<\/span><\/p>\n 11.5 Severability. If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.<\/span><\/p>\n 11.6 Governing Law. This Agreement is governed by Italy law. For any dispute arising out of or relating to this agreement, the parties consent to personal jurisdiction in, and the exclusive venue of, the courts in Bologna, Italy.<\/span><\/p>\n 11.7 Amendments. Any amendment must be in writing and expressly state that it is amending this Agreement.<\/span><\/p>\n 11.8 Survival. The following Sections will survive expiration or termination of this Agreement: Section 5 (Intellectual Property Rights), Section 6 (Confidential Information), Section 7.5 (Effect of Termination or Non-Renewal), Section 9 (Disclaimer), Section 10 (Limitation of Liability), and Section 11 (Miscellaneous).<\/span><\/p>\n 11.9 Entire Agreement. This Agreement sets out all terms agreed between the parties and terminates and supersedes any and all other agreements between the parties relating to its subject matter, including any prior versions of this Agreement. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement. The URL Terms are incorporated by reference into the Agreement. Dinova may provide an updated URL in place of any URL in this Agreement.<\/span><\/p>\n 11.10 Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order (of decreasing precedence): the Order Form or similar document subscribed by Dinova and the Customer, and the URL Terms.<\/span><\/p>\n 11.10 Conflicting Languages. If this Agreement is translated into any language other than English, and there is a discrepancy between the English text and the translated text, the English text will govern unless expressly stated otherwise in the translation.<\/span><\/p>\n 12 <\/span>Definitions<\/b>.<\/span><\/p>\n \u00a0<\/span><\/p>\n Use of the Services is subject to this acceptable use policy (\u201cAUP\u201d).<\/span><\/p>\n If not defined here, capitalized terms have the meaning stated in the applicable contract (\u201cAgreement\u201d) between customer or other authorized user (\u201cYou\u201d) and Dinova S.r.l..<\/span><\/p>\n You agree not to, and not to allow third parties or Your End Users, to use the Services:<\/span><\/p>\n Your failure to comply with the AUP may result in:<\/span><\/p>\n To report any potential policy violation to Dinova please contact legal@dinova.one<\/span><\/p>\n After Dinova is notified of a potential policy violation, Dinova may review the content and take action, including restricting access to the content, removing the content, and limiting or terminating a user\u2019s access to Interacta.<\/span><\/p>\n \u00a0<\/span><\/p>\n The customer agreeing to these terms (\u201cCustomer\u201d), and Dinova S.r.l., have entered into one Interacta Agreement (as defined below).<\/span><\/p>\n 1.1 Capitalized terms defined in the applicable Agreement apply to this Data Processing Amendment. In addition, in this Data Processing Addendum:<\/span><\/p>\n 1.2. The terms \u201cpersonal data\u201d, \u201cdata subject\u201d, \u201cprocessing\u201d, \u201ccontroller\u201d and \u201cprocessor\u201d as used in this Data Processing Addendum have the meanings given in the GDPR.<\/span><\/p>\n\n
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INTERACTA _ Acceptable Use Policy<\/b><\/h2>\n
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INTERACTA _ Data Processing Addendum<\/b><\/h2>\n
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