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RESTHeart Cloud Terms of Service

These general conditions (hereinafter referred to as the "General Conditions") govern the terms and conditions of the provision of the RESTHeart cloud service (hereinafter the "Service") to the Customer described at the web address https://restheart.com/cloud/.

NOTICE

The original contract governing the terms and conditions of the agreement is written in Italian. Although a translation of the contract is available for reference, the Italian version of the contract supersedes any translations or interpretations, and it shall be considered the authoritative and legally binding document.

Any discrepancies or inconsistencies between the translated version and the Italian version of the contract shall be resolved in favor of the Italian version.

For further information or clarification regarding the terms and conditions of the contract, please consult the original Italian version or contact us for any questions.

0. INTRODUCTION

VERSION

These General Conditions were last updated on 30/5/2023.

DEFINITIONS

The term "Supplier" refers to "SoftInstigate Srl" with registered office at via D'Annunzio 28, 67100, L'Aquila, Italy.

The term "RESTHeart" refers to the software exclusively owned by the "Supplier" and for which it holds all intellectual property rights, without exception. The source code of RESTHeart is available at the web address https://github.com/softInstigate/restheart, licensed under the terms of the open-source license available at https://github.com/SoftInstigate/restheart/blob/master/LICENSE.txt, and/or under the terms and conditions of the commercial license, if granted to the "Customer" through a specific agreement, available at https://github.com/SoftInstigate/restheart/blob/master/COMM-LICENSE.txt.

The term "RESTHeart Application" refers to a software application of the "Customer" that utilizes the "Service" through the RESTHeart API (https://restheart.org), which may include one or more custom RESTHeart plugins.

The term "Service" refers to the service that allows the "Customer" to run a "RESTHeart Application" on a cloud system provided, managed, and supported by the "Supplier". The service consists of a RESTHeart process, any RESTHeart plugins, including those owned by the "Customer", and a single MongoDB database.

CONTRACTUAL DOCUMENTS AND EFFECTIVENESS

The overall contractual framework for the provision of the Service granted to the "Customer" is contained in these General Conditions, as well as in the Orders signed by the "Customer" online or otherwise, which include the specific contractual terms (hereinafter referred to as the "Purchase Order"). The General Conditions and the Orders together constitute the "Agreement".

In the event of any inconsistency between the provisions of the General Conditions and those contained in the accepted "Purchase Orders" by the "Supplier" (even if accepted prior to the date of acceptance of the General Conditions), the provisions contained in the "Purchase Orders" shall prevail.

No "Purchase Order" shall be binding on the "Supplier" until it is accepted by written confirmation or commencement of performance by the latter.

Any different or additional terms or conditions proposed by the "Customer" or referred to by the "Customer" in their own documents shall not be effective against the "Supplier" unless expressly accepted in writing by the latter.

1. SCOPE OF APPLICATION OF THE GENERAL CONDITIONS

1.1. The General Conditions apply to the provision of the Service specified in the Order by the Supplier to the Client, as defined in these General Conditions.

1.2. All Intellectual Property Rights related to RESTHeart and its developments are and remain the exclusive property of the Supplier.

2. THE SERVICE

2.1. Under the Contract, the Supplier undertakes to provide the Service specified in the Order directly or through third parties to the Client, who accepts it, subject to the timely payment of the Considerations established in the Order.

2.2. The Client's RESTHeart Application may only use the Service through RESTHeart APIs via the HTTP protocol.

2.3. The Supplier undertakes to provide the Service specified in the Order exclusively to the Client. Therefore, it is understood that third parties, including companies controlled by the same group as the Client, are not allowed to use the Service specified in the Order.

2.4. The Client shall contact the Supplier to request the provision of the Service.

2.5. Support will be provided upon the Client's request, with response times specified at the web address https://restheart.com/support/.

2.6. The services covered by this contract include the following activities:

  • Support: This refers to the technical support provided by the Supplier upon the Customer's request through a private communication channel, in accordance with the timing and methods described at the web address: https://restheart.com/support/, during business hours from 9:00 to 18:00 (Italian time) on all working days. The support aims to provide information to the Customer for the proper and efficient development of RESTHeart Applications, resolve operational issues that may arise during its usage, intervene on RESTHeart or the Cloud infrastructure to correct possible malfunctions or errors (i.e., bugs) based on the reports received from the Customer and deemed valid by the Supplier through reproducible tests. The following activities are not included in the support, by way of example but not limited to: requests from the Customer regarding user training for their own RESTHeart Application, or consultancy for organizing their usage procedures for their own RESTHeart Application.
  • Service Management: This involves the maintenance of the cloud infrastructure and resources specifically dedicated to the Customer. Specifically, within the limits specified in the Order, the following will be made available to the Customer: a RESTHeart process accessible on the internet via the URL communicated to the Customer using the HTTP protocol, a MongoDB database, the network bandwidth necessary to ensure access to the Service via the internet, and daily database backups.

2.7. The Customer expressly acknowledges that they can only obtain the latest available backup upon request for Support.

2.8. The Supplier is not obligated to host other databases and/or applications owned by the Customer and different from what is specified here, except for any RESTHeart plugins provided by the Customer.

2.9. The Customer expressly acknowledges that the limitation of liability referred to in Article 10, particularly regarding the Service, is an essential condition for the performance assumed by the Supplier based on the costs indicated in this contract. Therefore, outside of what is expressly agreed upon, the Customer will waive any claims for remedies.

2.10. The following activities, not generally related to the implementation and ongoing maintenance of the Service and not explicitly covered by the Contract, are NOT subject to the Contract, by way of example but not limited to:

  • All activities falling under the so-called Evolutive Maintenance performed on the Service, delivery infrastructure, or RESTHeart to improve its functionality and usability by adding new features or technical product capabilities.
  • All application support activities, referring to support for users authorized to use the RESTHeart Application of the Customer.
  • Any application development or system integration activities carried out for the Customer.
  • The correction of malfunctions caused by the improper use of the Service by the Customer or its personnel, or malfunctions due to the Customer's failure to comply with the operational rules indicated by the Supplier, including through the support service, or the improper use and/or atypical use of the Service.
  • Any activities related to RESTHeart plugins owned by the Customer.

2.11. The Supplier's obligation to provide the Service is based on the information, warranties, and sizing choices of the Service received from the Customer. The Customer assumes full and exclusive responsibility for such information, warranties, and sizing choices of the Service.

2.12. The Supplier declares that the Service will be provided based on the aforementioned information, warranties, and sizing choices of the Service, using appropriately qualified personnel

2.13. The Parties commit to providing maximum collaboration in identifying and resolving errors and/or malfunctions of the Service reported by the Customer. In particular, the Customer undertakes to ensure the active collaboration of Users authorized to use the Service in providing detailed information on the reported error and/or malfunction, as well as the necessary instructions to reproduce it. The Supplier will analyze the Customer's report exclusively according to the support guidelines and evaluate its feasibility within the scope of the Service covered by the Contract, through their own tests with the average diligence typical of the industry. In any case, all services will be provided based on the corrections and adjustments that the Supplier decides to implement at their sole discretion, without any obligation regarding the frequency, timing, type, or number of interventions to be carried out, except for:

  • Corrective maintenance activities for any bugs considered as such at the Supplier's sole discretion.
  • Activities deemed necessary at the Supplier's sole discretion to restore the proper functioning of the Service.
3. CUSTOMER'S OBLIGATIONS

3.1. By entering into the Contract, the Customer undertakes to:

  • Pay the due consideration to the Supplier as specified in the Order.
  • Provide all necessary information and guarantees for the Supplier to fulfill their obligations under the Contract. The Customer assumes full and exclusive responsibility for such information and guarantees.
  • Independently and in collaboration with the Supplier, acquire cloud resources, hardware, and software, as well as adequate connectivity to access the Service.
  • Independently and in collaboration with the Supplier, adjust the characteristics of their computer systems and connectivity to any changes, replacements, or corrective measures implemented in the Service after the conclusion of the Contract.
  • Use the Service in accordance with the Contract and solely for the intended purposes.
  • Ensure that each User authorized to use the Service is aware of these General Conditions.
4. ACCESS CREDENTIALS

4.1. The Customer may access the Service using the Access Credentials initially provided by the Supplier and subsequently updated by the Customer. The Customer expressly acknowledges that the credentials managed by them must comply with the reference standards for credential management.

4.2. As a result, the Supplier will not have access to the Access Credentials and cannot use the Service or access the data managed by it.

4.3. The Customer is aware that third-party knowledge of the Access Credentials would allow unauthorized use and unauthorized access to any data stored therein. In any case, the Customer will be solely responsible for any authorized or unauthorized use of the Service through the Access Credentials.

4.4. The Customer is responsible for safeguarding and ensuring that each User keeps, manages, and periodically updates the Access Credentials with the utmost confidentiality and diligence. They undertake not to transfer the credentials or allow their use by unauthorized third parties.

4.5. The Supplier and/or its eventual Partners cannot be held responsible for any direct or indirect damage that may result to the Customer, each User, or third parties due to the Customer and/or each User's failure to comply with the provisions of this article.

5. SERVICE EVOLUTION

5.1. The Customer acknowledges and accepts that, where deemed appropriate at the Supplier's sole discretion, the evolution of the service may: (i) result in the modification or elimination of certain Service features; or (ii) involve replacements or migrations (even partial) of the Service to cloud providers different from those on which the infrastructure was based at the time of Service initiation.

5.2. The Customer releases the Supplier from any liability related to any damages arising from potential evolutions of the Service, unless such damages result from willful misconduct or gross negligence on the part of the Supplier.

5.3. Service evolution does not include updates, supplements, adaptations, developments, improvements, and general changes necessary due to the modification, integration, repeal, or issuance of laws, decrees, regulations, directives, orders, or decisions, whether Italian, European, or foreign, which, at the Supplier's sole discretion, have a significant impact on the Supplier's operational activities and/or costs and/or the structure of the Service or introduce substantial or structural changes to the regulations in force at the date of the Contract.

6. CONSIDERATION

6.1. The Customer undertakes to pay the Supplier the consideration indicated in the Order for the provision of the Service, according to the terms and conditions specified therein. In the absence of specific provisions in the Order, the consideration must be paid within ten days from the receipt of a regular invoice issued by the Supplier.

6.2. All considerations are understood as exclusive of VAT and any other legal charges.

6.3. The Customer expressly acknowledges and accepts that the considerations are subject to an annual update corresponding to 100% of the increase in the ISTAT index of service production prices, calculated as the average of the last twelve months.

6.4. The Customer acknowledges that the Service is subject, by its very nature, to constant technological and regulatory evolution, requiring continuous and costly activities of updating, development, and, in some cases, replacement, necessary to ensure its functionality. Therefore, the Supplier will have the right to modify the considerations even to a greater extent than the ISTAT index.

6.5. Notwithstanding the foregoing paragraph, in the event that circumstances arise during the execution of the Contract that are dependent on the Cloud providers on which the infrastructure is based or unforeseeable circumstances that make the provision of the Service more burdensome for the Supplier, the latter shall be entitled to receive a fair one-time compensation or unilaterally modify the consideration.

6.6. In case of non-payment or delayed payment of any amount due under the Contract, the Customer shall automatically lose the benefit of the term, and late payment interest shall accrue on the amounts due in accordance with Legislative Decree no. 231/2002. In such a case, without prejudice to what is provided below regarding the exercise of the express termination clause, the Supplier shall also have the right to (i) suspend any performance due under any other contracts in force with the Customer (including the right to inhibit the use of the Service and delete the data managed by it, and suspend the provision of any related service) and/or (ii) terminate such other contracts at any time.

6.7. The Customer waives the right to raise objections without having previously fulfilled its payment obligations under this article.

7. CONFIDENTIALITY

7.1. The Parties are strictly prohibited from communicating, disclosing, or in any way using, even through third parties, any information, data,

and documentation learned and obtained during the execution of the Contract and classified as "confidential" by the Supplier, even if they do not constitute trade secrets, whether related to the Parties themselves or concerning their clients and/or suppliers, except: (a) as expressly required for the execution of the Contract; (b) with the express written authorization of the other Party; (c) when the Parties are obliged to do so by law and/or by order of the administrative and/or judicial authority.

7.2. Except in the case where the information and/or documents referred to in Article 7.1 constitute trade secrets pursuant to Article 98 of Legislative Decree no. 30/2005, the prohibition referred to in the previous paragraph shall remain unconditionally in force even after the termination of the Contract, for any reason, for the subsequent period of 3 (three) years, deemed appropriate by both Parties, except for information that becomes publicly available without the Parties' involvement.

8. PARTNER

In fulfilling its obligations under the Contract, the Supplier may, at its sole discretion, avail itself of the technical, organizational, and commercial cooperation of its Partners and/or consultants, to whom it may assign the performance of some or all of the activities listed in the Contract.

9. INTELLECTUAL PROPERTY

9.1. All intellectual property rights, including their economic exploitation rights, concerning the Cloud Infrastructure, except for third-party rights, RESTHeart, the Service, documentation, evolutions, preparatory works, and derivative works, are and shall remain, in whole or in part, and worldwide, the exclusive property of the Supplier, except as provided in the following paragraph.

9.2. The Customer has the right to use RESTHeart exclusively in compliance with the terms and conditions of the non-exclusive, non-transferable, temporary, and limited license for the maximum number of instances indicated in the Order, granted by the Supplier.

9.3. The Customer may use the Service indicated in the Order exclusively in compliance with the terms and conditions of the valid and current license to use RESTHeart ("License") granted by the Supplier, whether it is open source or commercial as described in the "Documentation" available and indicated in the definitions. The Customer, subject to the mandatory limits of the law, also undertakes to use RESTHeart within the strict limits of the License and in compliance with the Supplier's intellectual property rights, including for each User under Article 1381 of the Italian Civil Code. In any case, the Customer shall not, by way of example and not exhaustively: (a) circumvent technical limitations and technological protection measures present in the Software, including the authentication system; (b) commercially exploit RESTHeart in any way.

9.4. Furthermore, all rights to trademarks, logos, names, domain names, and other distinctive signs associated with the Service shall remain with the Supplier and/or, if applicable, the respective third-party owners. As a result, the Customer may not use them in any way without the prior written authorization of the Supplier (and/or the third-party owner).

10. RESPONSIBILITY AND DECLARATIONS OF THE CLIENT

10.1. By accepting the General Conditions, the Customer declares that (i) they have all the necessary rights and powers to conclude and fully and effectively execute the Contract and (ii) they intend to use the Service within the scope of their entrepreneurial, artisanal, commercial, or professional activity, and therefore, the provisions of Legislative Decree no. 206/2005 for the protection of consumers do not apply to them.

10.2. The Customer undertakes to ensure that the provisions of the Contract are respected by each User, including their respective employees and/or collaborators. In accordance with Article 1381 of the Italian Civil Code, the Customer is considered solely responsible for the actions of such individuals and also guarantees compliance with all applicable regulations, including those related to tax and civil matters.

10.3. It is forbidden to use the Service improperly, with the purpose of depositing, storing, sending, publishing, transmitting, and/or sharing data, computer applications, or documents that, by way of example and not exhaustively: (a) are in conflict with or violate the intellectual property rights owned by the Supplier and/or third parties; (b) have discriminatory, defamatory, slanderous, or threatening content; (c) contain pornographic, child pornography, obscene, or otherwise contrary to public morality materials; (d) contain viruses or other computer elements that may contaminate or destroy; (e) constitute spamming, phishing, and/or similar activities; (f) are in any case contrary to applicable legal and/or regulatory provisions.

10.4. The Supplier reserves the right to suspend the provision of the Service or prevent access to the Service if it becomes aware of a violation of the provisions stated in this article and/or if an express request to that effect is made by a judicial or administrative authority in accordance with the current laws. In such a case, the Supplier will communicate to the Customer the reasons for the suspension of the Service, without prejudice to the right to terminate the Contract pursuant to Article 18 (express termination clause).

10.5. The Customer acknowledges that the Service may contain and/or require the use of so-called Open Source software and undertakes, also in accordance with Article 1381 of the Italian Civil Code for each User, to comply with the terms and conditions specifically applicable to such software.

11. WITHDRAWAL FROM THE MARKET AND REPLACEMENT

The Customer acknowledges that the Service and the environments in which it operates are subject, by their nature, to constant evolution that may result in their obsolescence and, in some cases, the need for withdrawal from the market and/or replacement with new technological solutions. Therefore, the Supplier and/or any third-party cloud provider on which the cloud infrastructure of the Service is based have the faculty, at their sole discretion, even during the term of this Contract, to withdraw the Service and/or its cloud components (possibly replacing them with new technological solutions). In such a case: (a) the Supplier will inform the Customer, also by means of publication on the website, with reasonable notice, of its intention to withdraw the Service and/or the respective cloud components (each of them being the "Obsolete Product"); (b) the preceding communication ("Withdrawal Communication") will include a description of the possible new Service and/or cloud component (the "New Product") that will replace each Obsolete Product, it being understood that the New Product may be based on different technologies than those of the Obsolete Product; (c) in case of replacement with a New Product, the Client will have the right, exercisable within 15 days from the date of the Withdrawal Communication, to terminate the Contract with respect to the Obsolete Product only,.

12. INDEMNIFICATION

The Customer undertakes to indemnify and hold SoftInstigate Srl harmless from any damages, claims, liabilities, and/or obligations, direct or indirect, including reasonable legal expenses, that SoftInstigate Srl may suffer or incur as a result of the Customer's and/or each User's failure to comply with any of the obligations set forth in the Contract, particularly those stipulated in Articles 3 (Client's Obligations), 4 (Access Credentials), 7 (Confidentiality), 9 (Intellectual Property), 10 (Client's Responsibilities and Representations), 11 (Market Withdrawal and Product Replacement), and 22 (Assignment of Contract).

13. SUPPLIER'S LIABILITY

13.1. SoftInstigate Srl assumes exclusively the obligations specified in the Contract, guaranteeing that the Service will be provided with professional expertise and ordinary care in the relevant sector, and will comply with the functionalities and technical specifications indicated on the websites https://restheart.com and https://restheart.org. Therefore, any eventual verification related to them will be carried out exclusively using these specifications.

13.2. Softinstigate Srl shall not be obliged to intervene in case of malfunctions caused by the Customer's failure to comply with the operational rules indicated in the Documentation available on the websites https://restheart.com and https://restheart.org, improper use, and/or atypical utilization of the Service. However, it is understood that any modifications made directly by the Customer to the cloud infrastructure and/or RESTHeart and/or any evolutions shall immediately terminate any warranty and lead to immediate termination by operation of law, according to Article 1456 of the Civil Code, after prior notice from the Supplier to the Customer expressing its intention to avail itself of this provision, as recognized by the Parties as essential.

13.3. This warranty is subject to the correct functioning and proper use of the Customer's hardware infrastructure, system software, network resources, whether owned by the Customer or third parties, as well as the proper use of the Service and/or RESTHeart by the Customer's users.

13.4. The Customer acknowledges and agrees that no software product is free from errors and acknowledges having been specifically advised to make a backup copy of the data.

13.5. The Supplier shall not be held liable for any damages, direct or indirect, of any nature and entity, incurred by the Customer and/or each User and/or third parties as a result of the use of the Service and/or RESTHeart and/or the evolutions of the Service, if used in a manner not in compliance with the provisions of the Contract and/or applicable laws.

13.6. The Supplier shall not be responsible in any way for any malfunctions and/or failure to use the Service and/or RESTHeart and/or the evolutions of the Service resulting from inadequate connectivity.

13.7. Under no circumstances shall the Supplier be held liable for any damages or losses, of any nature or entity, arising from processing carried out by the Customer and/or each User through the Service and/or RESTHeart and/or the evolutions of the Service. In any case, the Customer and/or the User shall be responsible for verifying the accuracy of such processing.

13.8. Except as necessary to comply with legal provisions and/or requests from the judicial authority, the Supplier is not obliged in any way to verify the data and content entered by the Customer and/or each User through the Service. Consequently, the Supplier shall not be held liable for any damages and/or losses, direct or indirect, of any nature, resulting from errors and/or omissions in such data or related to their nature and/or characteristics.

13.9. The Supplier, subject to the mandatory limits established by law, shall not under any circumstances be held liable for any damages (direct or indirect), costs, losses, and/or expenses that the Customer and/or third parties may incur as a result of computer attacks, hacking activities, and, in general, unauthorized access by third parties to the Service, the Cloud Infrastructure, the Software, and, in general, the Customer's and/or the Supplier's computer systems. Such damages and losses may include, but are not limited to: (i) inability to use the Service; (ii) loss and/or theft of data owned or otherwise available to the Customer; and (iii) damage to hardware and/or software systems and/or Customer's connectivity.

13.10. Unless in cases of willful misconduct or gross negligence, the Supplier's liability shall never exceed the amount of the Consideration paid by the Customer under this Contract in the 6 (six) months preceding the date on which the event giving rise to the Supplier's liability occurred. The Supplier shall not be held liable for any damages resulting from loss of profit, loss of earnings, or indirect damages, loss or damage to data, business interruption, loss of business opportunities or benefits of any kind, penalty payments, delays, or other liabilities of the Customer and/or its Affiliates towards third parties.

13.11. The Supplier does not assume or provide any warranty regarding the quality, capabilities, operations, performance, and suitability of third-party software and machinery that the relevant RESTHeart Application of the Customer will utilize with the Service. All matters relating to the quality, capabilities, operations, performance, suitability, and general functioning of third-party software, services, and machinery are the exclusive responsibility and competence of the owner of the economic exploitation rights and/or the Licensee, the reseller, or the Supplier of such software, services, or machinery.

14. UNILATERAL CHANGES

14.1. The Customer acknowledges and expressly accepts the possible need for the Supplier to adapt and/or modify the offered Service and/or RESTHeart and/or the evolutions of the Service necessary for their use, given the intrinsic characteristics of the industry in which the Supplier operates. This specifically refers to likely future technological and regulatory developments in the sector and the needs of the market itself. Therefore, the Supplier agrees that the Supplier may be modified by the Supplier at any time, with simple notification to the Customer.

14.2. In such case, the Customer shall have the option to terminate the Contract by sending a written notice to the Supplier by registered mail with return receipt or certified email within 15 days from the receipt of the communication from the Supplier mentioned in the preceding paragraph.

14.3. In the absence of the exercise of the right to terminate by the Customer within the aforementioned terms and methods, the modifications to the Contract shall be deemed known and accepted by the Customer and shall become definitively effective and binding.

15. SUSPENSION AND INTERRUPTION

15.1. The Supplier will take reasonable actions to ensure the maximum availability of the Service, within the obligations set forth in this Contract, except for matters directly and/or indirectly attributable to the cloud providers on which the Customer's cloud infrastructure is based. However, the Customer acknowledges and accepts that the Supplier may suspend and/or interrupt the provision of the Service, with prior written notice to the Customer, in the event that ordinary or extraordinary maintenance interventions are required on the Cloud Infrastructure and/or RESTHeart. In such cases, the Supplier undertakes to restore the availability of the Service as soon as possible.

15.2. Without prejudice to the provisions of Articles 10 and 18.2, and subject to the rights of the relevant cloud provider, the Supplier also reserves the right to suspend or interrupt the provision of the Service: (a) in the event of non-payment or delayed payment, in whole or in part, of the Fees; (b) in the event of security and/or confidentiality reasons; (c) in the event of violation by the Customer, each User, or each Subsidiary of the legal obligations related to the use of computer services and the internet network; (d) in the event of issues with the Cloud Infrastructure and/or RESTHeart that cannot be resolved without suspending the corresponding access, including the possibility of partial or complete replacement and/or migration, with prior written notice to the Customer regarding the reasons for the suspension and the expected timeline for resolution.

16. DURATION

Unless otherwise stated in the Order, the Contract shall remain in effect between the Parties for 12 (twelve) months from the date of signing and shall be automatically renewed upon expiration for subsequent periods of 12 (twelve) months each, unless terminated by giving notice as indicated by the Supplier, or in the absence of specific instructions, by registered mail with return receipt and/or certified email (PEC), at least 6 (six) months before the expiration date.

17. TERMINATION

17.1. The Parties acknowledge their mutual right to terminate the Contract as specified below. The Customer has the right to terminate the Contract at any time by providing a notice of at least 30 (thirty) calendar days, sent by registered letter with acknowledgment of receipt or by email to the certified email address, while indemnifying SoftInstigate for any expenses incurred, work performed, and loss of profit. Specifically, from the effective date of the notice:

  • The Supplier must cease all contractual services.
  • The Supplier is entitled to payment for services rendered in accordance with the agreed remuneration and contractual terms.
  • The Supplier has the right to terminate the Contract at any time by providing a notice of at least 3 (three) months, sent by registered letter with acknowledgment of receipt and/or certified email (PEC) to the Customer.

17.2. In the event that the Supplier exercises its right of termination for reasons other than those specified in the following paragraph, the Customer is entitled to a refund of the proportionate amount of the remuneration for the period during which the Service was not utilized, if such payment has already been made.

17.3. The Supplier also reserves the right to terminate the Contract by providing a simple written notice with immediate effect in the event of non-compliance with any obligations undertaken by the Customer under any additional contracts concluded between the same Customer and the Supplier, obligations whose non-compliance constitutes grounds for termination of such additional contracts.

18. EXPRESS RESOLUTION CLAUSE AND SERVICE PROHIBITION

18.1. Without prejudice to the right to claim damages, the Supplier reserves the right to terminate the Contract pursuant to Article 1456 of the Italian Civil Code by sending a simple written notice via certified email (PEC) or registered letter with acknowledgment of receipt in the event of non-compliance by the Customer and/or each User with even a single provision of: 3 (Client's Obligations), 4 (Access Credentials), 6 (Remuneration), 7 (Confidentiality), 9 (Intellectual Property), 10 (Client's Responsibility and Declarations), 11 (Market Withdrawal and Replacement), 12 (Indemnification), and 22 (Assignment of the Contract).

18.2. Without prejudice to the Customer's obligation to pay the Remuneration as specified in Article 6, the Supplier also reserves the right to interrupt the provision of the Service to the Customer at any time in the event of: (i) non-compliance by the Customer and/or each User with any of the obligations set forth in paragraph 18.1; (ii) non-compliance by the Customer with any obligations under any additional contracts concluded between the same Customer and the Supplier, obligations whose non-compliance constitutes grounds for termination of such additional contracts. In such cases, the Supplier shall inform the Customer of its intention to interrupt the provision of the Service, inviting the Customer, if possible, to remedy the non-compliance within a specified period. The Customer remains obligated to pay the amount due even in the event of interruption of the Service provision.

19. EFFECTS OF CONTRACT TERMINATION AND VERSION RETURN

19.1. In the event of termination of the Contract, for any reason, the Supplier shall immediately and permanently cease the provision of the Service to the Customer.

19.2. Notwithstanding the foregoing, following the termination of the Contract for any reason, the Customer shall have the right to obtain a copy of their database by submitting a request to the support team prior to the termination date.

19.3. Unless otherwise agreed between the Parties, if the Customer has not requested a copy of their database, documents, and/or content within the timeframe specified in paragraph 19.2, the Supplier shall permanently delete them in compliance with legal obligations.

19.4. It is understood that the following provisions shall survive the termination of the Contract, for any reason: 1 (Scope of Application of the General Terms and Conditions), 6 (Remuneration), 7 (Confidentiality), 9 (Intellectual Property), 10 (Client's Responsibility and Declarations), 11 (Market Withdrawal and Replacement), 12 (Indemnification), 13 (Supplier's Liability), 20 (Communications), 21 (Applicable Law and Exclusive Jurisdiction, and Final Provisions).

20. COMMUNICATIONS

All communications to the Customer regarding the Contract may be made to the email address provided by the Customer in the Order. The Customer shall be responsible for notifying any changes related to the designated email address for all communications.

21. APPLICABLE LAW, EXCLUSIVE JURISDICTION, AND FINAL PROVISIONS

21.1. This Contract is governed by and shall be interpreted in accordance with Italian law.

21.2. This Contract replaces any previous agreements, whether oral or written, between the Parties regarding the execution of this Contract.

21.3. If one or more provisions of this Contract are held to be invalid or unenforceable by law or by a decision that binds the Parties, this shall not affect the validity and binding nature of the other provisions of this Contract.

21.4. The following General Conditions may be unilaterally modified and/or supplemented by the Supplier, without prejudice to the Customer's right of withdrawal. By continuing to use the Service after any modifications come into effect, the Customer agrees to be bound by such modifications.

21.5. The failure to exercise one or more of the rights provided for in the Contract shall not be deemed as a waiver of such rights and shall not prevent the Parties from demanding their punctual and strict fulfillment at any other time.

21.6. Any dispute regarding the interpretation and/or execution of this Contract shall be subject to the jurisdiction of the Court of Pescara.

22. ASSIGNMENT OF THE CONTRACT

Without prior written authorization from the Supplier, the Customer is prohibited from assigning, in whole or in part, the Contract.

23. PERSONAL DATA PROCESSING

23.1. The Parties acknowledge and mutually acknowledge that the signing of this Contract and the execution of the Service will involve the collection and processing of personal data of the Customer (as well as related parties, such as agents, legal representatives, etc.) by the Supplier for the purposes necessary for the execution of the aforementioned Contract and in compliance with the Legislation on the Protection of Personal Data and any other applicable legal provisions. The Supplier, as the data controller, undertakes to process such data in accordance with what is stated in the information provided by the Supplier pursuant to Article 13 of the GDPR and available on the company's website.

23.2. It is understood that the Customer is the exclusive data controller under Regulation (EU) 2016/679 (GDPR) with respect to the personal data of third parties (the "Personal Data of Third Parties") processed by its RESTHeart Application to which the Supplier will not have access in any way for the provision of the Service. With respect to the Personal Data of Third Parties, the Customer shall remain fully responsible for fulfilling all obligations towards data subjects as required by the GDPR and the Legislation on the Protection of Personal Data applicable to it as the data controller. The Supplier assumes no responsibility for the consequences arising from the Customer's failure to comply with the obligations imposed on it as the data controller.