Indicate, with reference to a party, the entities controlled by it, or controlling it, or subject to common control, with the specification that for “control” it is meant the ownership, direct or indirect, of the majority of the voting rights exercisable at a meeting.

Means the agreement entered into between the Supplier and the Customer for the provision of the Services, including the Order, any attachment to the Order and these Terms of Service;

Indicates the recipient party of the Services of an Order;

Indicates the supplier of the Services of an Order, i.e. the company KPI6.COM Srl;

Indicates each information that a Party discloses to the other Party i) which is qualified as confidential or ii) which concerns technologies or technological processes or intellectual or industrial property rights or business processes or commercial information or iii) which a person exercising normal diligence would deem confidential (such as trade secrets);

Indicates any rule of law in force in the territory of the Italian State;

It has the meaning set out in art. 3;

Indicates the Supplier or the Customer considered individually;

Indicates the Supplier and the Customer considered together;

Indicates any request or action of both a judicial and extrajudicial nature;

Indicates the products and services, of any kind and type, including the licensing of software use, that the Supplier lends to the Customer according to an Order;

It has the meaning set out in art. 2.

Terms of Service govern, in addition to and together with the Order, the terms and conditions of the Contract stipulated between the Supplier and the Customer for the provision of the Services provided by the Supplier to the Customer.

The Contract between the Supplier and the Customer is based on an Order, which the Supplier presents to the Customer in the form of an estimate to be accepted and which the Customer, if he intends to enter into the Contract, is thus required to accept.

The Order identifies at least: the identity of the Supplier and the Customer; the content of the Services; the price of the Services; the terms and methods of payment of the price; the duration of the Services.

Each Order sets a deadline within which the Customer is required to sign the Order for acceptance. If the Customer does not sign the Order within this period, the Order loses effectiveness and no Contract is entered into between the Parties.

In the event of a discrepancy between an Order and the Terms of Service, the Order prevails.

• will perform the Services with reasonable diligence;
• will not make material changes to the functionality of the Services;
• will provide the Services in accordance with the provisions of the Order.

To guarantee the Customer the best use of the Services, the Supplier reserves the right to interrupt, for the shortest time objectively possible, the Services for maintenance or system updating operations, informing the Customer through constant updates published on the Supplier’s website ( www.kpi6.com).

The Services shall be used by the Client exclusively in accordance with the Order and the Terms of Service.

It is prohibited for the Customer, without prejudice to and in addition to the provisions of other clauses of the Terms of Service:

1. to reverse engineer, decompile, disassemble, or modify the Services (and the results of the Services) or any portion thereof;
2. to create works, of any kind and type, deriving from the Services or parts thereof;
3. to circumvent any technology used by the Provider (or its licensors)
4. to protect the Services and content accessible to the Client;
5. to interfere with, or disrupt, the performance of the Services;
6. to use any robot, spider, search site/retrieval application or other automated device, process or means to access, retrieve, scrape or index any content provided by the Provider;
7. to reproduce, duplicate, copy, sell, rent, lease or sublicense the Services (and the results of the Services) and the Provider’s software;
8. to defame, abuse, harass or violate the rights of any third party in any way;
9. to share illegal, obscene, unlawful, defamatory or inappropriate content;
   to misappropriate third party accounts through content accessible to the Customer;
10. to use the Services in order to engage third parties to promote, sell or advertise the Customer’s products or services, of any kind, through the Supplier;
11. to use the Services in any other improper way that violates the Terms of Service or Applicable Law (including data protection, privacy and cybersecurity law).

Each Party will make diligent efforts to ensure that all user IDs and passwords for use of the Services are kept confidential. Subject to Applicable Law, each Party will promptly notify the other Party upon discovery that the security of a user ID or password has been or may be compromised.

In the event that the Services concern the use of contents, including those of third parties, made available to the Customer by the Supplier, the Customer acknowledges that such contents are protected by the Applicable Law.

The use of the contents is permitted only within the limits of what is necessary for the provision of the Services.

In order to make the contents accessible to the Customer, the Supplier, without prejudice to its ownership of any intellectual and industrial property right, only grants the customer, for the duration of the Contract, a personal, non-transferable license to use its software and non-exclusive. This license of use is granted to the Customer exclusively for the personal use of the contents (including, the internal study of advertising campaigns) and never, therefore, for a commercial use of the contents themselves.

Therefore, the Customer may not copy, store, download, share, modify, publish, transmit, sell, sublicense, modify or transfer to third parties the contents accessible to the Customer nor may he create derivative works from the contents themselves. The Customer warrants to the Supplier that activities of this type will not be carried out either by the Customer or by third parties who operate, even without the Customer’s knowledge, through the Customer or his device.

With the consent of the Provider, the Customer may be authorized, for personal use only, to download and/or copy and/or share some of the contents provided that the Applicable Law is respected and all the conditions required by the Provider are also respected.

The Provider guarantees the Customer that he is entitled to make the contents available to the Customer.

If the content made available to the Customer by the Provider includes third party content, the Provider acknowledges to the Customer that the Provider has no control over the third party content before such content becomes accessible to the Provider.

The Provider is not responsible for the contents of third parties.

The Customer, in view of the fact that the Services provided by the Provider may include the contents of third parties, shall neither use the contents of the third parties (in aggregate form or otherwise) in relation to any commercial activity nor remove or alter any proprietary, copyright or industrial property markings on third-party content or use third-party content in such a way as to create a false or misleading impression as to its origin or interpretation.

The Customer shall be responsible and shall hold the Provider harmless from any Claim arising from the injury of third-party content caused by a breach of the Customer’s obligations under the Agreement and the Terms of Service.

In the event of such a violation, the Provider reserves the right, in its sole discretion, to immediately block the Customer’s access to third-party content.

In the event that the Services provide for the use of contents, including those of third parties, made available to the Supplier directly by the Customer, the Customer assumes all responsibility for the contents themselves and for making them available, in any way, to the Supplier .

The Customer warrants to the Supplier that he is the owner of all rights necessary to make such contents available to the Supplier and in any case indemnifies the Supplier from any liability or Claim directed against the Supplier due to the illegal distribution or infringement of third party contents .

The Supplier is authorized to intervene on the contents made available by the Customer in the event of claims by third parties or orders from public authorities. In particular, the Supplier may decide to suspend or interrupt the display of content in the event that third parties make claims, or the Supplier receives a notice of infringement of intellectual property rights, or is ordered by a public authority, or the intervention is necessary to avoid endangering the Customer, the Supplier, or third parties.

It is understood that the only rights that the Customer grants to the Supplier for the provision of the Services are those necessary for such provision. In this regard, unless otherwise specified, for the duration of the Contract, the Customer grants the Supplier a non-exclusive, worldwide, royalty-free, sublicensable license to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute the content on any medium and through any present or future distribution methods.

It is possible that, in response to an Order, the Customer may use services that are provided not by the Supplier but by third-party providers.

The Customer must be aware of the terms and conditions of the services provided by third-party providers and must have given their consent.

It is understood that, under no circumstances, the Supplier can be held responsible for the functioning and/or availability of the services provided by third-party providers.

All intellectual property rights related to the provision of the Services and/or concerning the contents made available by the Supplier, are and remain owned by the Supplier or its licensors. Except as provided in the Contract with respect to the licensing of software for the provision of the Services, the Customer has no rights to the intellectual property rights of the Supplier or its licensors.

On the contrary, all intellectual property rights related to the contents made available by the Customer are and remain owned by the Customer or its licensors.

Subject to the provisions of other clauses of the Contract, the Supplier grants the Customer a non-transferable, non-exclusive, revocable, royalty-free, and personal license to use the software necessary for the provision of the Services. This license is solely for the purpose of enabling the Customer to use the Services in compliance with the Contract and/or applicable law.

The software related to the Services are and remain the exclusive property of the Supplier or its licensors. The Customer does not acquire any rights or title to the software except for the right to use it for the purposes provided for in the Contract.

The right to use the software does not grant the Customer any rights to the original source code. All techniques, algorithms, and procedures contained in the software and its documentation are copyright-protected information and are the exclusive property of the Supplier or its licensors.

All rights and licenses granted to the Customer will immediately cease upon termination or expiration of the Contract.

The Client warrants to the Provider that all copies, digital and non-digital, and all reproductions, total or partial, of reports, analyses, outputs, other materials, or information generated or produced in the provision of the Service will include, for any use by the Client, the following attribution to the Provider: “Source: KPI6.com”.

The Client, in exchange for the provision of the Services, is obligated to pay the price indicated in the Order to the Provider. The Order also specifies the due dates and payment methods for the price.

If the Order provides for the provision of services by third-party providers, the Order shall specify whether the consideration due to the third-party providers must be paid by the Customer directly to them or to the Provider on behalf of the third-party providers. In the absence of a specification in the Order, the second option shall apply.

If the Supplier offers the Customer a trial period of the Services, the Customer may try the Services, free of charge and for a limited period of time. The terms and duration of the trial period will be considered as part of the contracting process and will be defined in the Order.

The Contract has a duration for the period of time indicated, in accordance with the provision of Services, in the Order.

The Contract will be automatically renewed upon expiry unless one of the Parties communicates to the other Party their decision not to renew the Contract with a notice period of 60 days prior to the expiry. This rule applies both for the first expiration of the Contract and for subsequent expirations following automatic renewals of the Contract.

Each automatic renewal determines that the Contract will be renewed, each time, under the same conditions and for a period of time equal to that established in the Order.

If the Contract is entered into by the Supplier with a Customer who, according to the applicable law, qualifies as a consumer, then the Customer, in accordance with the applicable law, has the right to withdraw from the Contract within 14 (fourteen) days from the date of conclusion of the Contract without giving any reasons. For the purpose of exercising the right of withdrawal, the Customer is required to inform the Supplier, without formality, of the decision to withdraw by sending an explicit statement to the address indicated in this document.

To avoid any doubt, the right of withdrawal applies only if the Customer is qualified, according to the applicable law, as a consumer and not, conversely, as a professional.

If the Customer does not pay the price of the Services, in violation of Article 10, according to the payment terms provided in the Order, the Supplier, after 10 days from the due date of the unpaid payment, has the right to automatically suspend the provision of the Services.

The exercise of the right to suspend the Services does not prevent the Supplier from requesting the termination of the Contract pursuant to Article 18.1, letter a). At the same time, the right to terminate the Contract under Article 18.1, letter a), can be exercised by the Supplier regardless of whether the Supplier exercises the right to suspend the Services or not.

The Supplier, in accordance with the Applicable Law, has the right to terminate the Contract at any time by sending written notice to the Customer, in the event that the Customer: a) does not pay the price of the Services, in violation of Article 10, according to the payment terms provided in the Order; b) violates any of the obligations or prohibitions provided for the Customer under Articles 5.1, 5.2, 5.3, 6.2, 6.3, 6.4, 7.3, 7.4, 8.1, 12, 13.1, 21.1 and 22.

Each Party has the right to terminate the Contract at any time by sending written notice to the other Party, in the event that the other Party:

1. is subject to a liquidation procedure;
2. is subject to any insolvency-related bankruptcy procedure;
3. enters into collective agreements with its creditors based on insolvency issues.

In the event that, for any reason, the Contract is terminated, the Contract shall cease to have any effect between the Parties, with the exception of:
a) the rights, obligations, and responsibilities of the Parties that have accrued prior to the termination of the Contract;
b) the provisions set forth in Articles 1, 20, 21, 22, 23, 25, 26, 27, 28, and 29 that survive the termination of the Contract.

The Parties clarify that, in any case of termination of the Contract, the licenses granted by the Supplier to the Customer shall automatically expire.

“The services provided by the Supplier are made available to the Customer according to the terms and conditions of the Contract (including both the Order and the Service Terms), without any express or implied warranty, except as required by the Applicable Law. In particular, no warranty is provided as to the fitness of the Services for the specific purposes of the User.”

The services provided by the Supplier are used by Users at their own risk and responsibility.

In particular, the Supplier, in accordance with the Applicable Law, is liable for damages caused to the Client or third parties only in case of willful misconduct or gross negligence, when such damages are immediate and direct consequences of the Supplier’s activity. Therefore, the Supplier shall not be liable for:

1. Any damages that are not a direct consequence of the Provider’s breach of the Contract;
2. Any loss of business opportunities and any other indirect loss suffered by the Customer (such as, but not limited to, commercial losses, loss of revenue, anticipated earnings, profits or savings, loss of contracts or business relationships, loss of reputation or goodwill, etc.);
3. Damages arising from interruptions or malfunctions of the Services due to force majeure or unforeseeable and unpredictable events that are beyond the Provider’s control, such as, but not limited to, failures or interruptions of telephone or electrical lines, the Internet and/or other means of transmission, unavailability of websites, strikes, natural disasters, viruses and cyber attacks, interruptions in the delivery of products, third-party services or applications, and incorrect or unsuitable use of the Services by the Customer, Users, or third parties.

It is understood that the liability of the Supplier, if arising pursuant to the preceding paragraphs, is in any case limited, up to the maximum amounts, as follows:

1. If the price of the Services is less than Euro 30,000, the price of the Services shall be 100% of the price;
2. if the price of the Services is greater than Euro 30,000.01 and less than Euro 100,000, the price of the Services shall be 125% of the price;
3. if the price of the Services is greater than Euro 100,000.01, the price of the Services shall be 150% of the price.

The Customer shall indemnify the Supplier, its Affiliates, and its officers, directors, agents, co-branders, partners, and employees, without limitation, from and against any and all claims made by third parties due to:
i) the content made available by the Customer;
ii) the improper use or connection to the Services;
iii) the violation of the Terms of Service or any third-party rights committed by the Customer. The indemnification shall also cover attorneys’ fees and expenses.

The Supplier shall promptly inform the Customer of any claims it receives from third parties. It is understood that any decision for the defense and management of the claim shall be the exclusive responsibility of the Supplier.

Ciascuna Parte manterrà segrete le Informazioni Riservate che abbia ricevuto dall’altra Parte per il periodo di durata del Contratto e per i due anni successivi all’estinzione, per qualsiasi causa, del Contratto. Nondimeno, nel caso che le Informazioni Riservate abbiano ad oggetto segreti commerciali, i segreti commerciali dovranno rimanere segreti fino a quando non saranno più segreti commerciali.

La Parte ricevente utilizzerà le Informazioni Riservate della Parte divulgante solo per adempiere ai propri obblighi ai sensi del Contratto o per utilizzare i Servizi.

La Parte ricevente è autorizzata a divulgare le Informazioni Riservate della Parte divulgante a propri Affiliati, dipendenti o consulenti, qualora necessario per l’esecuzione del Contratto, fermo che, in questo caso, la Parte Ricevente deve garantire il rispetto degli obblighi di riservatezza sulle Informazioni Riservate sia per sé sia per ciascuno di questi ulteriori soggetti.

The obligations of confidentiality provided for in this article do not apply in the event that Confidential Information: i) must be communicated to third parties by law or court order or order of a Public Authority (provided that, in this case, the disclosing Party shall promptly notify the other Party of the circumstance); ii) is already in the public domain at the time of disclosure, or becomes so subsequently through facts not resulting from breaches of the Agreement by the Receiving Party; iii) is already known by the Receiving Party at the time of disclosure (with the Receiving Party able to document such prior knowledge); iv) is communicated to the Receiving Party by third parties who have the right to share it without violating the rights of the Disclosing Party or third parties; v) is independently developed by the Receiving Party.

The delay or failure to perform a provision of the Contract by one of the Parties does not constitute a waiver of the right by the other Party, and thus does not prevent the other Party from enforcing the right in any possible way.

The Parties guarantee compliance, in accordance with the Applicable Law, with the rules regarding anti-corruption and anti-money laundering.

Each Party may not assign, subcontract, or modify the Contract and/or the rights or obligations arising from it without the prior written consent of the other Party. Any such operation executed without the prior written consent of the other Party is null.

Notwithstanding the above, each Party is authorized to assign the Contract without the prior written consent of the other Party (but with notice to the other Party) in the event of a merger or in case of transfer of the Contract to its Affiliates.

If one or more clauses of the Contract are invalid or partially ineffective, the Contract remains valid and effective for the remaining part.

All communications relating to the Contract must be made in writing and communicated by registered mail or email to the following addresses:

a) for the Supplier, 

as domicile, Piazza A. Casotti 2, Reggio Emilia (RE), Italy, 42121, as email, tos@kpi6.com

b) for the Customer, the domicile and email indicated in the Order.

Communications sent by the Customer to the Supplier must also be sent in copy to the personnel of the Supplier in charge of managing the Contract.

The Parties agree that the Contract, and any document attached to it, may be drafted in both Italian and English. In the event of any discrepancy between the Italian version and the English version, the English version shall prevail.

The Contract is subject to the Applicable Law.

Any dispute concerning the conclusion, execution, validity, effectiveness, and interpretation of the Contract shall be subject exclusively to the jurisdiction of the Italian State: the territorially competent judicial authority shall be exclusively that of Reggio Emilia.