General Terms of Service
These general terms of service (hereinafter "GTS") together with the special conditions of service (the "SCS") and its Annexes (hereinafter, jointly referred to as "Contract") govern the provision of Services that the company Expert.ai S.p.a., Italian Tax Code and VAT number 02608970360, based in Rovereto (TN), Via Fortunato Zeni 8, certified electronic mail address ("PEC") firstname.lastname@example.org (hereinafter the "Supplier" or "expert.ai") in the person of its legal representative pro tempore undertakes to perform with respect to entities, legal persons, (hereinafter referred to as "Customer/s") who make a request according to the terms and modalities described herein.
Content: Any element, material, document, text, or file that is uploaded, executed and/or otherwise used by the Customer with the Service and/or uploaded to expert.ai's Infrastructure.
Contract: jointly the GTS, SCS and related Annexes.
Parties: jointly expert.ai and the Customer.
1. Order of precedence
1.1 These GTS describe the general content of the commitments that the Parties assume with regard to the supply of service/s as better identified in the applicable SCS.
1.2 The SCS describe in detail the service/s provided by expert.ai (hereinafter referred to as "Service/s") and further detail the specific commitments that each Party respectively assumes.
1.3 In case of conflict between the provisions of GTS, SCS and the Annexes, the following shall apply:
- the other Annexes shall prevail over the SCS
- the SCS shall prevail over the GTS.
2. Procedures for the implementation of Services. Exclusions of liability for expert.ai
2.1 The Services will be offered in compliance with the service levels (if any) agreed from time to time in the applicable SCS, provided however that expert.ai shall be entitled to make improving technical amendments thereto and to update the Service's software during the execution of the Contract.
2.2 Expert.ai is not subject to any obligation to monitor or control the activity of the Customer, of which the Customer is and remains exclusively responsible. Expert.ai will not be held liable for the Content or the use of the Service and/or any deliverable arising therefrom by the Customer or any third party authorized by them resulting in any damages, whether direct or indirect, that third parties may endure for the willful or negligent conduct of the Customer or third parties authorized by the Customer.
2.3 To access, download and/or use the Services, the Customer must accept the Contract by clicking "I accept" box and the Contract will be sent to the email address provided during the registration procedure. During the registration procedure the Customer agrees to provide accurate, truthful and updated information, retaining the exclusive responsibility for damages caused by failure of such obligation and of the preservation of the confidentiality of authentication credentials, including the password.
3. Fees and billing and payment methods
3.1 The fees, the procedures for billing and payment with respect to the Services are indicated in the applicable Pricing Schedule as identified in the SCS.
4. Duration and right to withdraw
4.1 The GTS are valid and effective between the Parties, assuming there is an active, valid and effective Contract in place. The duration and validity of individual Contracts are set out in each applicable SCS.
4.2. Customer shall have the right to withdraw from a specific Contract in accordance with the termination rights set forth in the applicable SCS.
4.3 It is common understanding and agreement of the parties that the following provisions shall survive any termination (for any reason whatsoever) of the Contract: 5.2, 6.2, 6.3, 13.
5. Use of the Services and responsibilities of the Customer
5.1 In the execution of the Contract the Customer undertakes to use the highest diligence and good faith in order not to create any prejudice to expert.ai and/or to third parties.
5.2 In the event of the occurrence of prejudice referred to in Article 5.1 due to negligence and/or bad faith of the Customer, the Customer undertakes to hold harmless and indemnify expert.ai from any claim for damages.
5.3 Without prejudice to any right to compensation for damages, in the event that the conduct referred to in Article 5.2 is severe and relevant, expert.ai reserves the right to suspend the Services concerned, by giving written notice by email or to terminate the relevant Contract pursuant to Article 9.1 below.
5.4 It is forbidden for the Customer to request the execution of a Contract for illegal activities or activities otherwise in violation of the law and/or the rights of others. expert.ai in such case may exercise the right to terminate the Contract pursuant to Article 9.1 below. It is forbidden for the Customer—directly or through third parties—to:
- Translate, modify, disassemble, decompile, or alter programs or parts of the same used by the Supplier to provide the Services, as well as to copy related materials provided by expert.ai in the provision of the Services;
- Use the Service to carry out illegal activities, such as, but not limited to, acts of piracy, to transmit malware, distribute viruses, worms, files, documents and other items of a destructive or deceptive nature; to promote, perform or encourage acts and content of child pornography or obscene, racist, violent, or defamatory content or that which violates copyrights, trademarks, patents or other intellectual or industrial property rights of third parties;
- Disable or interfere with the use of the Services by other expert.ai customers, authorized resellers, or other authorized users;
- Generate, distribute, publish or facilitate mass unsolicited emails, promotions, advertising for other solicitations ("spam") or to engage in phishing, scams, etc.;
- Use the Services, and/or any interface or device provided with the Services, to access any other product or service of expert.ai in breach of the Contract;
- Use the Services and/or any deliverable arising therefrom in a way that could cause damage or disruption to expert.ai or to a third-party in general.
In the occurrence of one of the cases above, expert.ai may exercise the right to suspend Services performance and/or terminate the Contract pursuant to Article 9.1 below.
5.5 The Customer agrees to promptly notify expert.ai of any unauthorized use of the Service and/or credentials by third parties or any other breach encountered. The Customer undertakes to manage the relationship with its own members (employees or collaborators) that are part of its organization or that are managed by it; moreover, the Customer warrants, in the name and on behalf of its own member users, whether they are employees or collaborators, that they have the right to use and insert Content on the expert.ai infrastructure. In the event of claims by third parties related to the insertion of Content that is in breach of the Contract or in breach of the rights of third parties, expert.ai will be indemnified and held harmless by the Customer.
5.6 Expert.ai shall have the right, but not the obligation, to audit Customer's access or use of the Services, upon reasonable written notice to Customer. Customer shall assist and provide expert.ai with any information or documentation relating to Customer's access or use of the Services, as reasonably necessary to carry out any such audit.
6. Intellectual Property rights
6.1 The Customer acknowledges that expert.ai is the only owner or the legitimate user of the know-how and intellectual and industrial property rights of inventions and programs (including source code, scripts, software, documentation and written programs, studies, etc.) and of any other material that was prepared, realized, or developed in the execution of a Contract, including industrial methods and procedures, subject to the right of the Customer to use them in the terms and conditions provided for by law and by the Contract. The Parties acknowledge and agree, save as expressly stated to the contrary in written form, that any right of property nature (thus included property rights, exploitation rights, license rights and/or any other right or interest of the same nature) on any data, materials, technical specifications, patents, non-patentable inventions, enhancements, know-how, documentation, completed even only in part, embedded into the Services and/or the Infrastructure or otherwise resulting from the Services performed to this Contract is and shall be remained owned by Expert Service.
6.2 To the maximum extent permitted by applicable laws, the Customer will not (directly or indirectly) copy, sub-license, rent, lease, sell, de-compile, run reverse-engineering operations, disassemble, attempt to obtain the source code of any Service, modify, or translate, de-code, or create works and/or derivative works, or use the Services to create, train, or improve a similar or competing product or service, and will refrain from any illegal or fraudulent actions on the programs and/or deliverables developed or licensed in the execution of the Contract in favor of the Customer or in any case to exceed the rights acquired with the Contract. The Customer does not have any license to transfer sub-license or allow use by third parties, in whole or in part, of any other expert.ai's intellectual property rights.
6.3 Expert.ai grants the Customer a limited, revocable, non-transferable or sub-licensable and non-exclusive license to use all intellectual property rights embedded from time to time in the Service (including without limitation copyrights, patents, or other intellectual property rights relating thereto), solely within the limits and intended purposes set forth in each Contract. The license is valid until the termination of the contractual relationship between expert.ai and the Customer, as disciplined by the Contract. Customer acknowledges that a violation of the terms of Clause 6.2 will be considered a violation of expert.ai's Intellectual Property. Customer declares that it will lend its full cooperation to expert.ai to remedy and end any unlawful use or use inconsistent with this Contract. Customer further acknowledges and agrees that use of the Service shall be subject to the additional conditions and restrictions set forth from time to time in the SCS.
6.4 The use of any expert.ai trademark or distinctive sign (even only as a metatag on other websites) is strictly prohibited, unless specifically authorized in writing by the Supplier.
7. Limitations of liability due to failure to fulfill contractual obligations
7.1 The Customer acknowledges that the Services provided by expert.ai may not meet the expectations or have the effects that the Customer has established, despite the application on the part of expert.ai to the best of its ability and professionalism and the use of state of the art techniques and procedures with reference to the type of services provided. To the extent permitted by applicable law, expert.ai and/or its affiliated companies disclaim any warranties, including those of merchantability and fitness for a particular purpose, as well as other express or implied warranties. The Customer also acknowledges that expert.ai shall in no event be held responsible for delays or malfunctions in the provision of the Services depending on events beyond the reasonable control of expert.ai such as, for example:
- force majeure events;
- events dependent on the acts of third parties such as, but not limited to, the interruption or malfunction of telecommunication lines and/or electric power networks;
- malfunction of the terminals or other communications systems used by the Customer or improper use of the same and/or the procedures for access to the service by the Customer or third parties;
- acts or omissions committed by the Customer and in conflict with the obligations assumed by the latter pursuant to the Contract and, more generally, malfunctions caused by the improper use of the Services by the Customer or third parties.
7.2 Without prejudice to expert.ai's termination rights, expert.ai reserves the right to suspend or interrupt, in whole or in part, access to the Service in the following cases:
(a) in case of breach of Customer's contractual obligations including, but not limited to, non-payment of service fees and/or breach of Clauses 5.4, 6.2 and/or 6.3 above; in this case, Supplier may give a notice of the violation to the Customer and request that the Customer corrects the violation pursuant to Article 9.1 of below. Pending the ascribed period of time for the defaulted Customer to cure, expert.ai can suspend the Customer's access to the Service until the violation is remedied;
(b) In case of suspected unauthorized third-party access to the Service;
(c) If expert.ai believes it is necessary to immediately suspend Service in order to comply with applicable law;
(d) In the event of a Force Majeure event;
(e) or any time the use of the Service by the Customer and/or the Customer's Content could prejudice the availability of the Service and/or the Content of other Customers, or could expose expert.ai, other Customers and/or third parties to any responsibility or effect that would be otherwise contrary to the applicable law; or
(f) If it is required by a law or a decision of a competent authority.
8. Prohibition to assign or transfer the Contract and of sub-contracting
8.1 The Customer will not assign, without specific written authorization from expert.ai, this Contract or any of the rights and obligations arising from these GTS and the relative SO.
8.2 Expert.ai reserves the right to entrust the provision of the Services, in whole or in part, to a sub-supplier with unique skills and experience.
9. Formal notice and express termination provision
9.1 Expert.ai may at any time terminate this Contract in the event that the Customer fails to remedy its breach of any of the terms therein, within fifteen (15) working days of a written notice, including by email, from expert.ai detailing the Customer's violation.
9.2 Expert.ai nonetheless reserves the right to declare the Contract terminated in accordance with and for the purposes of art. 1456 of the Italian Civil Code by written notice to be sent by registered letter with return receipt or certified electronic mail or by email and registered letter with proof of receipt for Customers who are not in possession of a certified electronic email address, and in the following cases of non-compliance considered serious and irreparable:
- The Customer violates one or more of the obligations laid down in Articles 6, 8 and 13 of these GTS;
- The Customer carries out any illegal or fraudulent activity by means of the Service, for example, by adding damaging material or Content, such as viruses, Trojans, worms, time bombs, cancel bots, corrupt files or any other type of destructive software, and/or acts in a way not in accordance with applicable data processing laws;
- The Customer is listed in the insolvency register, is declared insolvent, has been involved or subjected to insolvency proceedings;
- In the case of requests or assessments by the judicial and/or administrative authorities;
- in case of events of force majeure which delay or prevent the performing of the Contract for a period exceeding 30 days;
9.3 From the date of termination of this Contract as a result of the cases provided in the preceding paragraph, the Services will be disabled and expert.ai shall be entitled to charge the Customer for any additional burden that it has had to endure, without prejudice in any case to expert.ai's right to claim compensation for any damage suffered.
10. Applicable Law and Jurisdiction
10.1 This Contract is governed by Italian law.
10.2 The competent court for any dispute relating to the interpretation or execution of this Contract is that of Milan, with the express exception to what may otherwise be provided by law or international conventions.
11. Amendments to the Contract
11.1 Without prejudice to the provisions of the SCS and the right of the Supplier to vary technical specifications, resources and the system due to the technological evolution of the hardware and software components guaranteeing the same Service, expert.ai reserves the right to modify contractual provisions at any time with notification by email to the Customer of at least 30 (thirty) days. The Customer agrees that this notification can also be made through the publication of a notice on the dedicated expert.ai website http://developer.expert.ai
11.2 In the case of changes that lead to a significant reduction in the Services provided, the Customer has the right to withdraw from the Contract by sending a written communication to expert.ai within the same period of thirty (30) days referred to in the previous paragraph, after which the changes will be deemed accepted by the Customer and fully binding to the same.
12. Communication between the Parties
12.1 Unless otherwise expressly provided, the Parties agree to use electronic mail to send the communications required or to be served pursuant to the Contract. The relevant contact details of the Parties are indicated from time to time in the SCS.
13.1 The Parties mutually guarantee that their staff and the staff of subjects that may be appointed by them, will treat as confidential any information and any other information that they become aware of during or in respect to all activities concerning the execution of the Contract.
13.2 The Parties undertake to mutually keep confidential all data and information they possess and/or have knowledge of as a result of the Contract, to not disclose the information in any way and in any form, and to not use them in any capacity for any other purpose from what is strictly necessary and functional to the performance of the Contract.
13.3 This obligation also concerns the ideas, methods and technical experiences expert.ai develops and/or produces in compliance with contractual obligations as well as all the original material or that which is prepared in the execution of the Contract.
13.4 As a result of what has been expressed, the Parties are responsible for the complete compliance of their employees, consultants and/or collaborators, as well as the sub-contractors and employees, consultants and collaborators of the latter, with the aforementioned obligations of confidentiality and secrecy.
14. Final Provisions
14.1 This Contract does not create any fiduciary relationship, work, association, joint venture, partnership or other relationship between the Parties. Neither Party shall undertake, under the Contract or otherwise, to take charge of an obligation of the other, both regulatory and contractual, or to assume responsibility for the work or activities of the Party.
14.2 This Contract supersedes and replaces any other prior agreement between the Parties concerning the Services and is the ultimate and integral manifestation of the agreements concluded between the parties on such subject matter.
14.3 Any inefficacy and/or invalidity, total or partial, of one or more clauses of the Contract will not entail the invalidity of the other, which shall be considered valid and effective.
14.4 For all matters not expressly provided in the Contract, the Parties specifically refer to the laws in force at the time of conclusion of this Contract, mutatis mutandis.