A I D A

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Foreword
This contract is entered into between the company BROXLAB S.R.L. with registered office in Potenza at Piazza Vittorio Emanuele II, 10, VAT No. IT02029480767, hereinafter referred to simply as "BROXLAB" and the customer signing the contract, hereinafter referred to simply as "Customer."
Definitions
For "customer" means the person who has an interest in using the services in s.a.a.s. technology provided by the AIDA web platform owned by BROXLAB. to be enjoyed online, according to the technical specifications. For "services" means the services specified in the "Services" section of Appendix A provided under license for use by BROXLAB. S.a.a.S.: Software as a service (SaaS) is an application software distribution model where a software vendor develops, operates (directly or through a third party) and manages a Web application that it makes available to its customers via the Internet. API: Application Programming Interface. Art. 1 Purpose BROXLAB hereby undertakes to provide, directly or through Agent, to the Client, who accepts, the services in order to the products in current Annex A, services described in the following articles, in the manner, within the limits and under the conditions set forth in this contract.
Art. 2 Conditions and limitations
2.1 This agreement shall not be binding on BROXLAB nor operative between the parties except on the condition that the End User holds the License to use the Programs or is a direct customer of AIDA. 2.2 It is made, in any case, without prejudice to BROXLAB's right to refuse to conclude this contract with the End User. 2.3 This contract is not assignable by the End User without prior written authorization from BROXLAB.
Art. 3 Services
Maintenance and support service includes all services in order to the products in Annex a in force.
BROXLAB's license to use S.a.a.S services.
AIDA services in S.a.a.S technology are licensed for use free of charge for the first 30 days from the date of enrollment in the service (via the aidahub.com web portal or via email or personal contact with BROXLAB or BROXLAB Agent). Once the 30-day period is over, the S.a.a.S user license can be extended for the duration of one year. By advance payment the service may be renewed for another year. The license agreement provides for the use of S.a.a.S. named AIDA with data residing on servers in Europe owned by BROXLAB or by suppliers from BROXLAB. By accepting the terms, the Client does not own the platform or any part of it in any way except for the data and files imported or entered into the system by him/her through AIDA. AIDA is subject to continuous improvements, evolutions (including those resulting from legal regulations). The prices indicated in the economic sheet do not include any expenses related to applications and computer systems that are necessary to make use of them. BROXLAB reserves the right to make any changes and/or improvements to the licensed and offered services that are deemed appropriate and necessary.
Activation and provision of the Service
Services are activated and deployed online according to the indicated procedures and with the authentication credentials provided, through e-mail automatically generated by AIDA. The authentication credentials may not, in any way, be transferred or used by third parties without the permission and prior express authorization of BROXLAB, with the exception of any subsidiaries of the client who, upon acceptance of the proposal, must provide BROXLAB with a complete list of all subsidiaries that will be authorized to use these credentials, indicating the data useful for the correct identification of the same complete with a declaration of acceptance of the general conditions and the "technical-economic sheet" duly signed by the legal representative of each subsidiary. Customers may change their access credentials at any time.
Support via helpdesk/email
They fall within the service:
  1. Setting up a staging/demo environment for testing new features and functional testing.
  2. Taking charge of a customer report (malfunction, clarification of operation, etc.) within 8 working hours via helpdesk and email.
  3. Email/chat support for using and entering content.
  4. Bug and error resolution
Routine maintenance
Routine Maintenance Service includes work performed at the request of the Customer in order to:
  1. Verification and testing for each new version of the browsers used to enjoy the application.
  2. Verification and testing for each new version of the operating systems used to enjoy the application.
  3. Upgrade to new versions of Google Chrome, Firefox and Microsoft Edge browsers.
  4. Security updates.
Mode of request for action
Any operating problems or service requests or maintenance requests must be reported by the Customer via ticket, as indicated in Article 4. Services will be provided through such methods as BROXLAB deems appropriate from time to time. The minimum time interval accounted for each request will be 30 minutes. Any extraordinary evolutionary changes that exceed this quota or the addition of new features will fall under extraordinary maintenance.
  1. services to be performed at the client's premises.
  2. Anything not expressly stated in this and subsequent articles.
Article 4 Methods of service delivery
Online ticket support service will be usable in the manner and with the technologies specified by BROXLAB, specifically:
  1. via email to help@aidahub.com linked with the company's ticketing and management system.
  2. report to the area agent.
BROXLAB guarantees a response to inquiries about the causes and how to resolve them within one business day, in the 9 a.m. to 6 p.m. Monday through Friday time slot
Art. 5 Payments
The cost of the service is made explicit on the Pricing page.
  1. The client agrees to pay in advance to BROXLAB the fee on an annual basis.
  2. For the first fraction of a year, the amount of the fee will be equal to as many twelfths as there are months remaining on the date of stipulation.
  3. Interventions that become necessary at the Client's premises will be billed by BROXLAB according to its then current price list. Travel to and from the Client will be subject to reimbursement at the cost of travel, food and lodging expenses as well as compensation for travel time.
  4. Payments for everything due should be made via bank transfer or via electronic payment or through the web portal app.aidahub.com.
Invoices will be issued quarterly and will be in advance of the reporting period for ordinary service and in arrears for extraordinary service. The Client will make all payments within 30 days invoice date. In the event of delay, BROXLAB may at its discretion suspend Service activities. The Client may not assert rights or raise exceptions of any kind unless the Client has first made the scheduled payments.
Art. 6 Duration and termination
This contract is valid from the agreed effective date and will expire on December 31 of the year of its conclusion. It will be the right of the Supplier to suspend service delivery in case of:
  1. Failure or delay in payment of any amount owed by the Client, for any reason whatsoever, even if arising from obligations other than this contract;
  2. Failure to comply with the conditions herein;
  3. Incorrect use of any software products owned by the Supplier or its principals.
Article 7 Rights and obligations of the customer
The Customer has the right to report errors and malfunctions in the application and the need for adaptations to other programs and operating systems and any enhancements he or she may deem useful. BROXLAB will analyze the requests and assess their feasibility within the scope of the Support services covered by the Contract. In all cases, the final decision about changes and corrections to be made to the software rests with BROXLAB. 7.1 It is prohibited to provide BROXLAB with false data, non-existent e-mails, or incomplete, inaccurate, or intentionally tampered personal data. Such eventuality will provide BROXLAB with a valid reason to suspend the service or terminate it completely. However, BROXLAB reserves the right to unilaterally evaluate the user license request and then proceed or not with activation. 7.2 The Client warrants that the data indicated in the acceptance of the contract proposal are up-to-date, complete and true, and undertakes to promptly communicate any changes in them, so that they are constantly updated, complete and true. 7.3 The Client is solely responsible for the use of the service, as well as for any detrimental consequences that may fall upon BROXLAB and third parties. The Client agrees not to assign or disclose (directly or indirectly) to third parties both the username and the password of AIDA users and agrees to immediately notify BROXLAB of any theft or loss and/or unauthorized use by third parties as soon as it becomes aware of it, undertaking in any case to indemnify and hold harmless BROXLAB from any claim, including for damages, proposed and/or arising, directly or indirectly, from the above-mentioned use or abuse of the service and/or account. 7.4 It is prohibited, by way of example but not limited to, to lease, lend, resell this license of use and of the services contained herein, to provide under sublicense or otherwise unless specific written agreements have been made with BROXLAB. 7.5 It is forbidden to make copies, or distribute, for profit, free or otherwise, all or part of the software and code and services contained therein, as well as it is absolutely forbidden to disassemble, alter or modify the source code of the platform through procedures not contemplated by the platform itself. 7.6 The Customer may transfer the information rendered by the Service to other processors solely for business use or otherwise within the Customer's own corporate structure.
Art. 8 Suspension of service
8.1 BROXLAB reserves the right to suspend and/or interrupt the provision of the service or to disconnect (temporarily or permanently) the client's account, and this without acknowledging any reimbursement, compensation and/or indemnity, resulting in the subsequent deletion of the account, if it becomes aware or determines, in its judgment, that the client has violated or is violating the requirements set forth in the preceding article, as well as the regulations in force therein inclusI D.lgs 196/2003 and THE European Regulation 2016/679 by notifying the client by e-mail. 8.2 BROXLAB also reserves the right to suspend the provision of the service if it becomes aware or believes, in its judgment, that any of the following circumstances have occurred or are occurring:
  1. a use of the service that results in dangerous situations or instability of the server farms such as to cause damage to BROXLAB or third parties;
  2. abnormal traffic or such that the normal delivery of service is prevented;
  3. if public authorities or other third parties notify BROXLAB of unlawful, improper or non-compliant use of the service by the client;
  4. suspend the Services in case of non-payment, inaccurate and/or late payment of the fee provided in this business proposal.
Suspension, modification and interruption of service 8.3 BROXLAB assumes the burden of:
  1. Maintain the Services in full operation, subject to what is specified in the following paragraphs;
  2. Ensure technical assistance and advice through e-mail support (help@aidahub.com).
8.4 BROXLAB reserves the right to:
  1. Discontinue the Services to update and/or modify them;
  2. to modify the functionality and/or structures of its system, when this is made necessary by technical-operational reasons, also in order to ensure a high standard of security of information systems for its customers.
8.5 Definition of service SLAs BROXLAB will ensure good continuity of operation and use of what is made available to the Client. BROXLAB guarantees 99% online service.
Art. 9 Industrial and intellectual property
9.1 The contents of the platform S.a.a.S. AIDA are the subject of intellectual and industrial property rights belonging to BROXLAB and are protected by current civil and criminal law, with particular reference to art. 615 ter et seq. of the Criminal Code. 9.2 The Client shall refrain from any use of the contents in competition with the rights of economic use due to BROXLAB. 9.3 The Client is not authorized to modify, translate, adapt, rework or decompile the contents or create derivative applications of the contents. User manuals, videos, presentations or any ancillary printed matter are copyrighted and may not be reproduced by the Client except for business use. 9.4 The AIDA software is the exclusive property of BROXLAB and the license to use it granted herein does not constitute assignment or sale of the original proprietary rights relating to the platform itself, individual parts of it, and any course content. 9.5 The client assumes sole responsibility with respect to the use of the services and acknowledges, in the hands of BROXLAB, the full and complete exclusivity of copyright and any and all other rights attaching to the licensed S.a.a.S services.
Art. 10 Assignment of contract
10.1 The Parties may not in any way or form assign the contract to third parties, even partially, unless specifically agreed in writing. 10.2 Does not constitute assignment to third parties, the management by the customer of end customers.
Art. 11 Withdrawal
11.1 In accordance with the provisions of the laws in force, the Client has the right to withdraw from the contract, without any penalty, within the term of 30 days starting from the day of receipt of authentication credentials for access to AIDA services. In this case, BROXLAB is obliged to refund the entire consideration paid by the Client. In case of withdrawal manifested after 30 days from the receipt of authentication credentials, BROXLAB will retain the entire consideration paid, as a penalty. 11.2 The right of withdrawal is exercised by sending a communication via e-mail/Pec (broxlab@pec.it)/recommendation specifying the reasons for the withdrawal. 11.3 The refund of the consideration in the manner described above will be made by bank transfer to the bank account specified by the customer in the notice of withdrawal. 11.4 The customer, following the manifestation of withdrawal, is also obliged not to use the authentication credentials for access to the services that are owned by BROXLAB, which still reserves the right to cancel from the day of withdrawal.
Article 12 Limitation of Liability
BROXLAB assumes no liability for damages of any kind suffered by the Client due to the use of the software, such as loss of profits, costs of coverage, loss, deletion or theft of data, and penalties. BROXLAB disclaims any liability regarding third-party personal data stored by the Application Client. The Client will be responsible for processing and storage. 12.1 The contract will be terminated as of right ex art. 1456 c.c., if either party declares to avail itself of this clause by registered letter, email pec to broxlab@pec.it or email to help@aidahub.com or through the appropriate form within the application. Within 30 days request by email a.r. to be sent at least 7 days in advance, having become aware of the occurrence of any of the failures to comply with the obligations set out below:
  1. Violation of the obligations set forth in Article 4;
  2. Violation of the obligations set forth in Art. 6;
  3. Violation of the obligations set forth in Article 10.1;
12.2 To the extent permitted by Article 1229 of the Civil Code, any liability of BROXLAB for breach of obligations under Article 10 is excluded. In such an eventuality the performing party shall be entitled to compensation for damages suffered. 12.3 To the extent permitted by art. 1229 c.c. any liability of BROXLAB for suspension and/or interruption of access to the s.a.a.s. platform connected with and/or dependent on maintenance and updating operations is excluded. 12.4 No responsibility in any capacity or nature is assumed by BROXLAB as to the completeness, accuracy and/or adequacy of the data entered by the Client. The Client, therefore, is obliged to evaluate and verify the contents in all their parts being himself the sole responsible for the accuracy of the entries and the results obtained from their use. BROXLAB therefore assumes no responsibility for the content and/or correctness and/or completeness of the information provided through the S.a.a.S AIDA platform. 12.5 Decisions and/or evaluations resulting from the consultation of the platform are made by the Client and/or its assignees in complete autonomy and under its direct and sole responsibility. 12.6 In no event shall BROXLAB be held liable, not even in part, for any difficulty, defect, anomaly, discontinuity, inability to access and/or use the Databases derived from and/or otherwise related to the client's hardware and software equipment or the connection through the provider chosen by the client, the improper functioning of the telephone network or the devices that constitute the Internet network.
Article 13 Force Majeure
Both parties will not be responsible for delays caused by circumstances beyond their control. The delaying party shall promptly notify the other party of the reasons for the delay, and performance of its performance will be suspended during the period in which the circumstances causing the delay persist. Only the costs directly caused by the delay will be borne by the delaying party, who will not be liable for other damages. If the delay continues for more than 60 days either party may terminate the Contract and will not be liable for further damages to the other.
Article 14 Confidential Information
Each Party will treat as confidential any information received from the other for the purposes of the Contract, except that which is in the public domain, and will not disclose it to third parties without consent of the other. The Parties will inform their employees of the confidentiality obligation contained in this article and ensure that it is observed. The confidentiality obligation will extend beyond the term of the Contract.
Article 15 Exclusions.
The contract includes only the services stipulated in Article 3. The following services, among others, are excluded from the service
  1. Training, education and refresher courses for Client's staff;
  2. accidental causes, negligence or misuse, vandalism, calamity, lightning and flooding;
  3. Damage caused by malfunction of the electrical system or grounding system;
  4. Unsuitable auxiliary products and/or devices not supplied and/or not installed by the Supplier;
  5. Attacks and intrusions on the information system operated by third parties via computer network;
  6. rescue or restoration work, even if required as a result of equipment malfunction or damage affecting magnetic media containing data;
  7. uploading data, building libraries, and any other data-entry activities in any capacity required;
  8. interventions of any kind at customer sites;
  9. The saving of data before activating changes and their subsequent restoration
Article 16 Personal Data Protection
16.1 Pursuant to the combined provisions of the Personal Data Protection Code (Legislative Decree No. 196/2003) and the European Regulation 2016/679, the parties will process personal data for the purposes strictly related to the execution of this contract and the obligations arising therefrom, in compliance with the principles set forth in Article 5 of the European Regulation of 2016/679, in particular the principles of lawfulness, necessity and proportionality. 16.2 With regard to the processing of data, the interested parties will be entitled to exercise all the rights recognized by Articles 15 et seq. of the European Regulation of 2016/679. The processing of the data provided on the occasion of and as a result of this contract will also be carried out with the aid of electronic or, in any case, automated means, with the adoption of all appropriate measures to ensure the security and confidentiality of the data, pursuant to and in accordance with Article 32 of the European Regulation of 2016/679. 16.3 The personal data are not subject to communication and dissemination to third parties, except for the obligations arising from the law and may come to the knowledge of any Manager and persons authorized to the processing of the parties (employees and / or collaborators of the same), in accordance with Articles 28 and 29 of the European Regulation of 2016/679, in the performance of their normal work and / or collaboration, as well as suppliers and external collaborators of which it makes use, whose updated list is in any case available at its offices. For everything not expressly provided for herein, reference is made to the provisions of European Regulation No. 2016/679. Data communication and storage The AIDA Saas consists of a mixed architecture, microservices and serverless services, hosted on European datacenters. he public frontend, accessible at: https://app.aidahub.com and all information flowing between the web application and the AIDA API is encrypted; SSL certificates are provided by Google and the Let's Encrypt service, which is constantly updated via automated procedures implemented by BROXLAB. Communication between all AIDA services is done over TLS protocol. Databases used are on MySQL, through managed services GDPR and Privacy compliance as required by the European Regulation of 2016/679, with data center in Europe.
Art. 17 Final Provisions
The Client is prohibited, unless specifically approved in writing by BROXLAB, from inserting addendums or apostilles and/or modifying this Agreement in any way. Any nullity, voidability, or ineffectiveness of one or more clauses of this Contract shall not extend to the remaining clauses. For any dispute relating to the interpretation, execution and termination of the Contract, the jurisdiction shall be the Court of Potenza. All communications to the Client relating to this contractual relationship may be made by BROXLAB by hand, by email, PEC email, by registered letter with return receipt, regular mail. Date last updated terms and conditions disclosure: 01-09-2020.