A. GENERAL TERMS
1 – About this Agreement
1.1 This Data Licence and Services Agreement(the “Agreement”)consists of: (i) the Quote; (ii) the General Terms; (iii) the Special Terms. In case of conflict between any components of this Agreement, then the following order of precedence shall apply:
a. Quote;
b. Special Terms;
c. General Terms.
1.2 This Agreement is entered into between The Data Appeal Company S.p.A. (“Data Appeal”) and the Customer, being: an entity or an organization that has agreed to be bound by its terms when signing up to subscribe the Agreement.
1.3 If a physical person is entering into the Agreement on behalf of an entity or organisation, such a physical person represents and warrants that he/she has full authority to legally bind that relevant entity or organisation to these Terms.
1.4 Data Appeal may unilaterally update or modify this Agreement at any time to reflect changes in the way that the Data Appeal Services are provided. Data Appeal will give notice of any changes at the addresses indicated in the Quote. If the Customer continues to use the Data Appeal Services in the following 5 Business Days from the date of the notification of changes, then the Customer will be deemed to have agreed to the updated version of the Agreement.
1.5 The Terms apply to the Customers also if they sign up to a free trial of Data Appeal Services. Free trials are limited to one per person or entity and will expire after 14 days, or as otherwise agreed to within the Quote.
1.6 At the end of the trial period, If the Customers wish to subscribe to the Data Appeal Services, they will be required to subscribe to the appropriate Quote, and (where applicable) to provide payment details.
1.7 Trial Users may only use the Data Appeal Services (and view Data Appeal Data) internally to assess the suitability of the Data Appeal Services for their organisation and are not permitted to use them for any Commercial Use (as defined below) or to republish or display any Data Appeal Data, or any event information that is based on the Data Appeal Data unless they upgrade to a commercial Quote.
2 – Glossary
2.1 In addition to the terms elsewhere defined in this Agreement, the terms in capital letter shall have the following meaning:
a) API means the application programming interface Data Appeal makes available as part of selected Quotes for the purposes of accessing Data Appeal Data.
b) API Services means the Data Appeals Services provided by Data Appeal via API.
c) Approved Application(s) means the website(s) and/or application(s) and/or business process(es) and/or in general usage(s) owned and/or operated by the Customer, by which are displayed and/or utilized the Data Appeal Data provided within the Data Appeal Services (as defined below), that has been approved by Data Appeal in a Quote.
d) Business Days means any day other than a Saturday, a Sunday or public holidays in Milan and Florence.
e) Commercial Use means the use of any Data Appeal Data or Data Appeal Services to generate income or revenue of any kind, whether directly or indirectly.
f) Confidential Information means information disclosed (in whatever form, including in written, oral, visual or electronic form or via a sample or prototype) by a party under or in connection with this Agreement that is marked as confidential, or which might reasonably be expected to be confidential according to the nature of the information and/or to the means by which it is conveyed. The Data Appeal Data shall be considered as Confidential Information.
g) Customer Data means any data input or entered by a Customer or a User when using the Data Appeal Services and which is then stored and/or processed by Data Appeal (for example, any customer bookings or transactional data).
h) Data Appeal Data means information that Data Appeal has derived by standardising, enriching, connecting and ranking raw data using proprietary techniques and methodologies, as better described in section 4.
i) Data Appeal Services means the use of Data Appeal’s solution, including related services, data, software and other tools, as described within the Quote and according to the Special Terms specifically related to each of them.
j) Data Pack means a dataset made available to Customer in csv (or other machine readable) format, as better described in the Quote;
k) Derived Data means any data set, work or other material work created by Data Appeal or by the Customer, by the translation, enhancement, adaptation, arrangement, modification, application of algorithm or formulae, or any other alteration of the Data Appeal Data or combination with other data, whether or not it can be traced back to the Data Appeal Data.
l) DULA means the Data User License Agreement available on request which regulates the fruition of the Data Appeal Services by a User other from the Customer, to which the Customer itself has obtained from Data Appeal the right to sub-license the Agreement or the rights provided hereinunder.
m) General Terms mean the contractual terms applicable to the provision of all Data Appeal Services.
n) Improvements means any and all services, upgrades, modifications, patches, relating to any aspects of the Data Appeal Services (including but not limiting to security, graphic and functional, aspects) provided in any way and in any format by Data Appeal and or by its authorised subcontractors to improve, modify, correct, debug, protect, make interoperable, the Data Appeal Services.
o) Intellectual Property Rights means any and all intellectual property rights (registered and unregistered) protectable according to the applicable law – as a way of example, patents rights and all copyright, database rights, trademarks, design rights, utility models, trade secrets and other confidential information/know-how, all other rights of a similar or corresponding nature – In any part of the world and all applications and the right to apply for any of the foregoing.
p) Maintenance Services: means scheduled or unscheduled technical activities carried out from time to time by Data Appeal personnel or contractors that may causelimitation or suspension of the Services
q) Non-confidential information means all information (in whatever form, including in written, oral, visual or electronic form or via a sample or prototype) which: (i) are already known by and available to the public at the time of disclosure to the recipient party for reasons other than a consequence of a breach of this Agreement; (ii) are lawfully already known by and available to the recipient party, and this results from documental evidence in the files of such receiving Recipient; (iii) later disclosed to the Recipient by a third party lawfully entitled to such information and who is not in breach of any confidentiality obligation; and (iv) are lawfully published without breach of this Agreement of any other confidential obligation.
r) Permitted Purposes means the specific purposes for which the Customer is allowed to use the Data Appeal Services and the Data Appeal Data, which are specifically indicated in the Quote.
s) Saas Services means the provision of DATA APPEAL STUDIO (“DAS”) and/or any other dashboard in a Saas (Software as a Services) mode, which Data Appeal makes available as part of selected Quotes for the purposes of accessing Data Appeal Data.
t) Quote means the level and/or combination of Data Appeal Services to which you have subscribed, comprising the features, pricing and usage rights that we allocate in respect of each Quote from time to time (or as otherwise agreed with us in writing).
u) SLA means the Service Level Agreement annexed to the Quote, whether it includes the provision of Support Services, which specifies all the minimum Support Services (as defined below) assistance obligations provided by us and the respective fees.
v) Special Terms means the contractual terms applicable to the specific Data Appeal Services chosen by the Customer and indicated in the Quote.
w) Support Services meansactivities (such as troubleshooting, training, resolution of technical issues) carried out by Data Appeal personnel or contractors to assist Customer while using the Services
x) Terms means, jointly, the General Terms and the Special Terms of this Agreement.
y) User means any of the Customer’s – or third-party sub-licensee – employees, collaborators or physical persons who have the right to access to the Data Appeal Data and to the Data Appeal Services.
3 – Duration and Termination
3.1 This Agreement commences at the time of its execution or at the different date indicated in the Quote and will continue in full force and effect until terminated in accordance with the Quote or under the terms of this section 3.
3.2 Data Appeal has the right to withdraw from this Agreement at any time by giving the Customer a ten (10) days’ written notice.
3.3 The Customer has the right to withdraw from this Agreement at any time by giving Data Appeal a 3 (three) months’ written notice. However, if the Quote provides for a minimum term of duration of the Agreement, the Customer shall not have the right to withdraw from the Agreement under this section until such minimum term indicated therein has expired.
3.4 Save as expressly otherwise provided in this Agreement, Data Appeal may immediately terminate this Agreement, according to article 1456 of the Italian Civil Code, by means of written notice, if the Customer breaches the provisions contained in articles 1.7, 5.2, 6.3, 11.1 of the Agreement.
3.5 Data Appeal may immediately suspend the Customer’s use/access to the Data Appeal Services and to the Data Appeal Data if, at any time, such suspension is held by Data Appeal reasonably necessary to protect the integrity, security or performance of the Data Appeal Services, Data Appeal Data and/or systems, Intellectual Property Rights, and those of our licensors, customers or partners. Data Appeal will notify to the Customer where the suspension action is taken under this section 3.5
3.6 The Customer shall notify Data Appeal of any and all situations that may jeopardize or harm the use/access to Data Appeal Services, Data Appeal Data or the Customer’s own possibility to fulfil the obligation set forth by the Agreement, including but not limited to any and all situations of financial distress, insolvency or executive procedures.
3.7 Upon termination or expiry of this Agreement for any reason:
(a) the termination or expiration shall be without prejudice to either party’s accrued rights and remedies;
(b) all licences and other rights granted under this Agreement shall immediately terminate;
(c) the Customer shall pay all fees due prior to the termination;
(d) at the request of a party, the other party shall promptly return or destroy, or cause to promptly return or destroy, all that party’s Confidential Information in its possession or control, and certify in writing that it has done so; and
(e) sections 3.6 and 11, together with any other provisions that are by their nature intended to survive, will remain in effect for five (5) years after the termination for any reason of the Agreement, unless it is different set forth in the specific paragraph.
4 – Data Appeal Services
4.1 Data Appeal will provide the Data Appeal Services specified in the Quote in accordance with the terms specified therein, these General Terms and with the specific Special Terms, which specifically apply to:
(i) API Services;
(ii) Data Package Services;
(iii) Saas Services.
4.2 Data Appeal may, at its own discretion, make Improvements to the Data Appeal Services from time to time. Some of these Improvements may not be included in the Quote of the Customer and therefore may determine an additional charge.
4.3 Data Appeal will notify to the Customer any Improvements of the Data Appeal Services – and the additional charge for them, if any – at least 1 (one) month before their application. In case of additional charges, section 3.3 of the General Terms shall apply, without considering any minimum term duration eventually agreed,
4.4 The Customer acknowledges and agrees that the Data Appeal Services rely on data, services and infrastructure supplied by Data Appeal or third parties. While Data Appeal makes efforts to ensure that the Data Appeal Services are available without interruption, it does not guarantee the uptime, availability or performance of the Data Appeal Services, or availability or provision of particular Data Appeal Data.
4.5 From time to time, Data Appeal may also need to suspend or limit access to the Data Appeal Services to allow for Maintenance Services and development to take place.Where possible, Data Appeal will provide the Customer with reasonable prior notice and schedule such maintenance or development outside peak times.
5 – Access and use restrictions
5.1 The Customer irrevocably agrees to use the Data Appeal Services and any Data Appeal Data accessible solely for the Permitted Purposes indicated in the Quote, and, in any case, pursuant to the General Terms, the Specific Terms and all applicable laws.
5.2 During the whole duration of this Agreement, the Customer shall not, and shall ensure that Users do not, without prior written approval is given by Data Appeal:
(a) attempt to undermine the security of any part of the Data Appeal Services or use them in a manner which may impair their functionality;
(b) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, make available or distribute all or any portion of the Data Appeal Services (as applicable) or any Data Appeal Data in any form or media or by any means to any person;
(c) circumvent any mechanisms intended to limit the Customer’s use of or access to components of the Data Appeal Services;
(d) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Data Appeal Services or the Data Appeal Data;
(e) access all or any part of the Data Appeal Services in order to build a product or service which competes with any Data Appeal products or services;
(f) use the Data Appeal Services and the Data Appeal Data in any way that would constitute a breach of Data Appeal Intellectual Property Rights or any third party’s rights;
(g) use any data mining, gathering or extraction tools in connection with the Data Appeal Services or Data Appeal Data without our prior written consent; or
(h) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Data Appeal Services or Data Appeal Data available to any third party, unless it is expressly agreed by Data Appeal.
5.3 The Customer shall use all endeavours to prevent any unauthorised access to, or use of, the Data Appeal Services and the Data Appeal Data and, in the event of any such unauthorised access or use, promptly give notice of this circumstance to Data Appeal.
5.4 Data Appeal may operate a Fair Usage Policy which will be published on its website. The Customer agrees to comply with the requirements of that Fair Usage Policy using the Data Appeal Services and Data Appeal Data. If the Customer fails to comply with the Fair Usage Policy, then Data Appeal may require the Customer to move to a more appropriate Quote, restricting the use of the Data Appeal Services or suspending or terminating the Agreement according to section 3.4.
6 – Intellectual Property
6.1 All Intellectual Property Rights in the Data Appeal Services – including but not limited to any and all platforms, dashboards, APIs, software and systems used to deliver or to make access to the Data Appeal Services, IT analysis systems and algorithms, artificial intelligence, and data science techniques – and in the Data Appeal Data, remain owned by Data Appeal and/or Data Appeal’s third-party licensors. The Intellectual Property Rights include any Improvements made from time to time, any anonymous, aggregate usage data relating to Customer’s use of the Data Appeal Services, and any suggestions, ideas, information, improvement, or feedback that the Customer makes or may give to Data Appeal.
6.2 The use of the Data Appeal Services and Data Appeal Data does not grant or transfer to the Customer any rights, title or interest in relation to the Data Appeal Services or Data Appeal Data, except for what is specifically provided for by the Quote and the Special Terms applicable from time to time to the Customer.
6.3 The Customer shall not use Data Appeal Services, Data Appeal Data and/or Improvements in any way and by any means that can violate Data Appeal’s and/or Data Appeal’s third-party licensors Intellectual Property Rights.
6.4 If the Customer deems that the use of Data Appeal Services, Data Appeal Data and/or Improvements may violate Data Appeal’s and/or Data Appeal’s third-party licensors Intellectual Property Rights, the Customer shall notify – to the address indicated into the Quote – the possible infringing use of the Data Appeal Services, Data Appeal Data and/or Improvements and shall not proceed with such use without Data Appeal written approval.
6.5 The Customer shall hold Data Appeal and Data Appeal’s related companies harmless and fully indemnified from any and all damages (direct and/or indirect), losses, expenses, claims and, in general, prejudices arising from any and all violation of Data Appeal’s and/or Data Appeal’s third-party licensors Intellectual Property Rights.
6.6 The Customer remains the owner of all Intellectual Property Rights in any Customer Data that are made available to Data Appeal, and grants to Data Appeal a worldwide, non-exclusive, irrevocable, royalty-free, transferable licence to use, store copy, modify, make available and communicate the Customer’s Data for the limited purpose of performing Data Appeal’s obligations under the Agreement.
6.7 The Customer shall hold Data Appeal and Data Appeal’s related companies harmless and fully indemnified from any and all damages (direct and/or indirect), losses, expenses, claims and, in general, prejudices arising from any use of Customer Data by Data Appeal in accordance with the licence granted by the Customer.
7 – Fees and Payment
7.1 The fees and the payment terms relating to each Data Appeal Services are indicated in the specific Quote provided for each Customer.
7.2 If the Customer exceeds the Data Appeal Services request limits provided by its specific Quote, then the Customer shall be liable to pay overage charges that are charged based on the number of the excess of Data Appeal Services requests made. Any overage charges will be paid according to the terms set forth in the Quote.
7.3 All fees are stated exclusive of all taxes or duties payable in respect of the products or services provided under this Agreement in the jurisdiction where the payment is either made or received, according to the specific laws of such jurisdiction.
7.4 Data Appeal may unilaterally increase the fees for each Data Appeal Services no more than once in every three-month period, providing to the Customer a 30 (thirty) days’ prior written notice. In this case, section 3.3 above shall apply, without considering any minimum term eventually agreed.
8 – Warranties
8.1 The Data Appeal Services and Data Appeal Data are provided “as is” and Data Appeal gives no warranty or representation whatsoever regarding the Data Appeal Services, including warranties that they will be timely, accurate, available, of a certain quality, or as to the specific results or outcome that may arise from the use of the Data Appeal Services. Without limiting the foregoing, Data Appeal does not warrant that the Data Appeal Services and the Data Appeal Data will meet Customer’s requirements or that they will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
8.2 Data Appeal exclusively represents that the Data Appeal Data are a completely new elaboration of raw data that provides an overview of economic activity trends of businesses open to the public. The raw data used by Data Appeal are elaborate from:
(i) a non-substantial part of public database accessible on the Internet as a legitimate user, pursuant to article 102-ter of law no. 633/1941 (the “Italian Copyright Law”);
(ii) a non-substantial part of private and not freely database accessible on the Internet with reference to which Data Appeal has obtained a specific authorisation for access and use from the respective owner, pursuant to article 102-ter of the Italian Copyright Law; and
(iii) set of information licensed or purchased by Data Appeal for the purpose of carrying out its own business, pursuant to the agreement with the owner of such information.
8.3 Although Data Appeal implements security measures to help protect its systems, the Customer acknowledges that use of the Data Appeal Services involves the transmission of data over networks that are not owned, operated or controlled by Data Appeal. Therefore, Data Appeal is not responsible for any data that is lost, corrupted, intercepted, modified or stored across such networks.
8.4 The Customer acknowledges and agree that, to the extent permitted by law, Data Appeal cannot guarantee that the security measures will be error-free, that transmissions of data will always be secure or that our security measures (or those of our third-party service providers) will always be incapable of being hacked or circumvented by unauthorised third parties.
9 – Liability
9.1 By way of derogation to any other provision of this Agreement or under applicable law, Data Appeal’s maximum aggregate liability under or in connection with the Agreement, whether arising in contract, tort (including negligence) or otherwise, shall in no event exceed the amount equal to the fees paid by the Customer under the Agreement in the last 12 months’ period.
9.2 Data Appeal shall not be liable in respect of third-party data or other content available via the Data Appeal Services or within the Data Appeal Data.
9.3 The Customer shall be fully liable for any and all damages, costs, expenses (including legal costs), claims and, in general, prejudices arising from any breach of the Agreement by the Customer or its Users, including the misuse or unauthorised use of any Data Appeal Services and/or Data Appeal Data or any component of them.
9.4 Neither Data Appeal, nor the Customer shall be liable for:
(i) loss of profit, loss of revenue, loss of business opportunity, or damage to goodwill; or
(ii) any indirect and consequential loss or damage.
9.5 Sections 9.1 and 9.4 shall not limit either Data Appeal or the Customer’s liability:
(i) for breach of sections 5.2, 6.4 and 11;
(ii) for death or personal injury caused to any person; or
(iii) for fraud or fraudulent misrepresentation.
9.6 Data Appeal shall not be liable for any delay or non-performance of its obligations under the Agreement which is caused wholly or partly by reason of an act of God, labour disputes, fire, flood, war, accident, government action, inability to obtain adequate labour, materials, or energy or any other cause beyond the Data Appeal’s control or that of its subcontractors or agents (“Force Majeure”), and if the delay or failure has continued for a period of three (3) months then either party may terminate the Agreement without prejudice to any rights which may have accrued prior to such termination.
9.7 The Customer shall not be liable for any breach of these Terms to the extent such breach is due to events or circumstances wholly beyond its reasonable control, and that should not be in any case be preventing using the highest level of diligence, providing evidence of those circumstances.
10 – Support Services
10.1 If the Customer’s Quote includes the provision of Support Services, Data Appeal will provide Support according to the specific SLA annexed to the Quote itself or made available on its website.
11 – Attribution
11.1 Whenever in the context of the Data Appeal Services the Customer displays Data Appeal Data on its website, on its Approved Applications or, in general, to third parties, the Customer shall attribute that information to Data Appeal in compliance with the Attribution Policy found on the Data Appeal website for developers, unless it is differently agreed in the Quote.
12 – Audit
12.1 The Customer shall notify to Data Appeal – or shall indicate in the Quote – any and all Approved Applications by which the Data Appeal Data provided with the Data Appeal Services shall be used or displayed, it being understood that in no case such activities will be performed by Customer before Data Appeal written approval is given.
12.2 At Data Appeal’s request, the Customer shall provide, at any time, the access to the Approved Applications in order to verify the correct use of Data Appeal Data provided within the Data Appeal Services.
12.3 Notwithstanding the above, Data Appeal, at any time, shall have the right to verify the correct use of Data Appeal Data, in any way and by any means that Data Appeal deems appropriate, without any prejudice for Customer’s day to day business activity.
12.4 At any time during the term of the Agreement, Data Appeal shall have the right to immediately suspend Customer’s use/access to the Data Appeal Services and to the Data Appeal Data, if the access to the Approved Applications is not provided or it is not allowed the verification of the correct use of Data Appeal Data according to article 12.3 above.
13 – Confidentiality
13.1 The parties undertake and agree to hold the Confidential Information in confidence and not to disclose, publish, transmit or permit it to be made available to any person, firm or company – in any format and by any means – except in case of: (i) an order of a competent authority; (ii) provision of applicable laws. In case a party receives an order from a competent authority, it shall inform the other party as soon as it is reasonable possible.
13.2 The parties may disclose the Confidential Information only to their employees, officers, agents and/or consultants that need to know the Confidential Information in order to execute the Agreement, undertaking and agreeing that each person to whom Confidential Information is disclosed is fully aware in advance of, and irrevocably agrees to comply with, the confidential obligations under this Agreement.
13.3 Each party shall protect the other’s party Confidential Information in the same manner and using the same level of care used to protect its own Confidential Information, which, in any case, shall not be less than a reasonable level of care that is required from a business operator and considering the type of information disclosed.
14 – Data protection
14.1 The Parties hereby acknowledge and agree that any and all personal data collected in this Agreement and processed in its execution shall be processed under the principles set forth by the European General Data Protection Regulation (EU) 2016/679 (the “GDPR“) and any further applicable data protection law or administrative act of any data protection authority, in order to fulfil the obligations set forth hereunder.
14.2 The Parties acknowledge that they mutually provided each other all the relevant information required under Article 13 and 14 of the GDPR as to processing activities in relation to the execution of this Agreement. Data Appeal privacy policy is available at the following link https://www.datappeal.io/privacy-policy/
14.3 The Parties agree that, should the execution of the Agreement imply a processing of personal data to be carried out on behalf of a party, they shall execute a data processing agreement so as to appoint the relevant party as data processor pursuant to Article 28 of the GDPR.
15 – Assignment of the agreement
15.1 The Customer shall not assign, transfer, sub-contract to a third party the Agreement and/or any part of it and/or any right granted pursuant to the Agreement, without Data Appeal prior written consent.
15.2 In any case, Data Appeal written consent to the Customer to assign, transfer or sub-contract the Agreement and/or any part of it and/or any right granted pursuant to the Agreement shall always be intended as conditional upon the assignee third-party be bound to the terms of the DULA.
15.3 In case of assignment of the Agreement pursuant to sections 15.1 and 15.2 above, the Customer shall, in any case, keep Data Appeal fully indemnified and harmless from any cost, damage, expense, claim and, in general, prejudice arising from the use of the Data Appeal Services and/or Data Appeal Data by the assignee third-party.
15.4 In the case of Data Appeal written consent to assign, transfer, sub-contract the Agreement and/or any part of it and/or any right granted pursuant to the Agreement, the Customer represents and warrants that each relevant assignee, transferee or sublicensee authorized shall ensure the same level of protection of Data Appeal Data and Data Appeal Confidential Information and shall ensure the same possibility to fulfil the obligations set forth by the Agreement.
16 – Miscellaneous
16.1 Any amendment to the General Terms and the Specific Terms shall be made in writing and agreed by the parties.
16.2 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Agreement.
16.3 The parties acknowledge that they are aware of the regulation on “Administrative liability of legal persons, companies and associations” and, in particular, of the provisions set forth by the Legislative Decree no. 231/2001, and that they are committed to conducting business and managing internal and external relations to the principles contained therein.
16.4 The Customer represents to have read and understood the Organization and Management Model published on Data Appeal’s website and undertakes to respect the principles contained therein in the execution of the Agreement.
16.5 Each party shall, at its own expense, promptly sign and deliver any documents, and do all things, which are reasonably required to give full effect to the provisions of the Agreement.
16.6 The Data Appeal’s rights and remedies provided in the Agreement are cumulative and not exclusive of any rights or remedies provided by the law.
16.7 If any provision of the Agreement is illegal, invalid or unenforceable, that provision shall be read down to the extent necessary to make it legal, valid and enforceable.
16.8 The tolerance to a non-fulfilment of any obligation set forth by the Agreement does not constitute a waiver of the underlying right unless it is expressly agreed in writing.
16.9 All the communications between the parties shall be done in the way and at the addresses indicated into the Quote.
16.10 The Agreement is governed by Italian law with the exclusion of any conflict of law provisions. The parties irrevocably submit any dispute arising out of, or in connection with, this Agreement to the exclusive jurisdiction of the Court of Milan.Notwithstanding the foregoing, Data Appeal shall always be granted the right to take proceedings against Customer in any other Court of competent jurisdiction.
B. SPECIAL TERMS
API Services Terms of Use
1 – About These Terms
1.1 These Special Terms, together with the General Terms above, apply to any use of Data Appeal’s API Services and any Data Appeal Data accessible by API, if the Quote subscribed by the Customer includes such Data Appeal Services.
2 – Use and Restrictions
2.1 By subscribing the API Services, the Customer receives a licence for a subset of Data Appeal Data in response to API requests made in accordance with the Agreement, which subject to the General Terms and to the specific indication of the Quote, provides to the Customer the right to use, display, reproduce, frame, transmit and make available Data Appeal Data through the Approved Applications and solely in respect of the Permitted Purposes set forth in the Quote subscribed by the Customer.
2.2 In addition to any conditions and restrictions set out elsewhere in the Agreement, the Customer shall not:
(i) cache, store, download, scrape, or retain a copy of or a method of accessing (other than via the API token issued) any Data Appeal Data in any form or format unless otherwise agreed in writing with Data Appeal;
(ii) use the API or any Data Appeal Data to create any derivative works except as expressly permitted by Data Appeal in writing;
(iii) use the API or any Data Appeal Data for any website, product, application or service that attempts to replace or replicate any functionality or user experience of Data Appeal’s products or services, or those of our data suppliers, without our prior written consent;
(iv) use any software, devices, scripts, robots, other manual or automated means or processes to access, “scrape,” “crawl,” or “reverse engineer” the Site or its contents; or damage or interfere with the Site through the use of viruses (i.e., cancel bots, trojans), malicious code, counterfeit routing, e-mail address information, or similar methods and technologies.
(v) sell, rent, lease or sub-licence access to the API or Data Appeal Data, without Data Appeal’s prior written consent;
(vi) amend, distort or modify the API;
(vii) attempt to exceed or circumvent any limits to request rates or frequency that Data Appeal may set in Data Appeal sole discretion from time to time; and/or
(viii) use the API in a manner that impacts the stability of our platform, systems or services, or that of any other application(s) using the API.
2.3 In case of violation of section 2.2 above, Data Appeal shall have the right to immediately terminate this Agreement according to article 1456 of the Italian Civil Code by written notice to the Customer.
3 – Access
3.1 The Customer will be issued with a specific token which consents the access to the API.
3.2 The API token is Data Appeal’s Confidential Information and therefore, with respect to it, section 13 of the General Terms shall apply.
3.3 If the Customer suspects that the API token is used by unauthorized third parties, it shall immediately inform Data Appeal providing all the necessary information on the suspected unauthorized use/accesses in order to make Data Appeal verifying the events and changing the API token.
3.4 In case of violation of articles 3.2 and 3.3 above, Data Appeal shall have the right to revoke the API token and immediately terminate this Agreement according to article 1456 of the Italian Civil Code by written notice to the Customer.
3.5 Data Appeal may make changes to the API from time to time and without notification, assuring that any changes do not reduce the fruition of the API Services and of the Data Appeal Data or, in general, the rights granted by the Agreement to the Customer.
4 – API Rate Limits
4.1 The Quote may set API rate limits (i.e., limiting the number of API calls the Customer can make against the Data Appeal platform in a certain time frame).
4.2 If the Customer exceeds any agreed rate limits, it may receive an error message in response to API calls for the remainder of the rate limit window.
4.3 Any rate limits applicable to the Quote will be set out on Data Appeal’s website or as agreed in, directly with the Customer.
4.4 The Quote, including any rate limits, agreed with the Customer, have been set based on the Customer’s forecast requirements for the Data Appeal Services, and the volume of API calls is expected to be made. If the Customer exceeds any agreed rate limits, Data Appeal may require moving to a more appropriate Quote, pricing and/or rate limits. If the parties do not reach the agreement on a plan and pricing more appropriate level of use of the Data Appeal Services, then Data Appeal reserve the right to suspend or cancel the Customer’s subscription to the Data Appeal Services.
Data Pack Terms of Use
1 – About These Terms
1.1 These Special Terms, together with the General Terms above, apply to any use of Data Appeal’s Data Pack and any Data Appeal Data accessible by Data Pack, if the Quote subscribed by the Customer includes such Data Appeal Services.
2 – Use and Restrictions
2.1 By subscribing the Data Pack Service, the Customer will be provided: (i) with a dataset – via CSV or via different means – related to the specific point of interest and with the requirements indicated in the Quote; and (ii) with a non-exclusive, non-sub-licensable, non-transferable, perpetual, revocable at any time, royalty free license to access, view, extract, analyse, combine and use the Data Appeal Data contained in the Data Pack.
2.2 If the Customer has subscribed to a ‘Trial’ Quote, then the right of use of any Data Appeal Data will be limited as indicated in section 1 of the General Terms.
2.3 In addition to any conditions and restrictions set out elsewhere in these Terms, the Customer shall not:
(i) adapt, copy, modify, lease, rent, loan, assign, charge, redistribute, sublease or sub-license the Data Appeal Data provided by the Data Pack to any third party;
(ii) copy, decompile, reverse engineer or attempt to discover the code of any parts of the Data Appeal Data provided through the Data Pack;
(iii) scrape, build databases, or otherwise create permanent copies of any Data Appeal Dara provided through the Data Pack, except within the limit of the Services Plan and exclusively for the Permitted Purposes and through the Approved Applications;
(iv) misrepresent the source or ownership of the Data Pack and of the Data Appeal Data;
(v) remove, obscure, or alter any copyright, trademark, or other intellectual property rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of the Data Appeal Data (if any); and/or
(vi) use the Data Appeal Data in a way that might determine a prejudice to the name, brand and/or reputation of Data Appeal.
2.4 In case of the violation of the section 2.3 Data Appeal might immediately terminate this Agreement according to art. 1456 of the Italian Civil Code by written notice to the Customer.
3 – Updates
3.1 Upon request of the Customer, Data Appeal will provide an update of the Data Appeal Data through a new Data Pack to be provided with the same dataset of the first Data Pack received, unless otherwise agreed in writing by the parties.
3.2 The Customer shall pay the fees indicated in the Quote for each update within 5 days following the request of the updates. The updates will be provided by Data Appeal upon receipt of the payment.
Data Appeal studio Terms of Use (Saas Services)
1 – About These Terms
1.1 These Special Terms, together with the General Terms above, apply to any use of DAS and any Data Appeal Data accessible through Saas Services, if the Quote subscribed by the Customer includes such Data Appeal Services.
2 – Access to the DAS
2.1 By subscribing the SaaS Service the Customer will be provided with the log-in credential (ID and Password) and instructions to access the DAS. The Customer shall provide personal data correctly and truthfully with the contents and in the manner indicated in the online registration procedure.
2.2 The Customer might, at any time, check the personal data entered and correct any errors. It is Customer responsibility to promptly update personal data if it undergoes changes during the duration of the Agreement; the updating of data, including the modification of User ID and Password will always be possible by written communication to Data Appeal.
2.3 The Customer undertakes to maintain the confidentiality of the User ID and Password assigned to it and to keep them with due care and diligence.
2.4 The Customer acknowledges that it is the sole responsible for its User ID and Password and agrees that all acts performed by using such User ID and Password will be attributed and will have binding effect towards it.
2.5 The Customer expressly acknowledges that each person authorized to use the Data Appeal Service accessible through the use of User ID and Password must have their own personal User ID and Password; the sharing of access between multiple users is expressly prohibited.
2.6 If the Customer believes that the secrecy the User ID and Password assigned is, or may have been, violated by third parties, it shall promptly inform Data Appeal, which will assign new ones, cancelling the previous ones.
2.7 The Customer is responsible for all use and activity of its Users in using the Data Appeal Services and the Data Appeal Data, and all use and activity carried out using the log-in credential.
2.8 If the Quote includes any limits on the number of Users, then the Customer agree to comply with those limits. If the Customer exceeds any agreed limits on number of the Users, Data Appeal may require moving to a more appropriate Quote, pricing and/or Users number limits. If the parties do not reach the agreement on a plan and pricing more appropriate level of use of the Data Appeal Services, then Data Appeal reserve the right to suspend or cancel the Customer’s subscription to the Data Appeal Services.
2.9 At any time during the term of this Agreement, Data Appeal reserves the right to suspend access to the DAS in whole or in part for the purpose of carrying out Maintenance Services. In this case, it shall inform Customer of such maintenance with at least 2 (two) Business Days’ prior notice. In case of access suspended for maintenance purposes, Data Appeal will make every reasonable effort to provide Customer with the Data Appeal Services. The Customer acknowledges that, being DAS based on third-party technologies and data sources, Data Appeal might be unable to guarantee full and uninterrupted functionality of the Data Appeal Services or its continuity over the time.
3 – Use and Restrictions
3.1 By subscribing the Quote, the Customer is provided with a non-exclusive, non-sub-licensable, non-transferable, time limited, revocable at any time, license to access, view, extract, analyse, combine and use the Data Appeal Data provided through DAS within the limit of the Permitted Purposes.
3.2 Unless otherwise agreed in writing, Customer is expressly forbidden to resell and/or otherwise transfer access to and use of the Data Appeal Services and/or Data Appeal Data for any reason to third parties.
3.3 In addition to any conditions and restrictions set out elsewhere in these Terms, the Customer shall not:
(i) use any software, devices, scripts, robots, other manual or automated means or processes to access, “scrape,” “crawl,” or “reverse engineer” the Site or its contents; or damage or interfere with the Site through the use of viruses (i.e., cancel bots, trojans), malicious code, counterfeit routing, e-mail address information, or similar methods and technologies;
(ii) adapt, copy, modify, lease, rent, loan, assign, charge, redistribute, sublease or sub-license the Data Appeal Data provided by the DAS to any third party;
(iii) scrape, build databases, or otherwise create permanent copies of any Data Appeal Dara provided through the DAS, except within the limit of the Services Plan and exclusively for the Permitted Purposes and through the Approved Applications;
(iv) misrepresent the source or ownership of the DAS and of the Data Appeal Data;
(v) remove, obscure, or alter any copyright, trademark, or other intellectual property rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of the Data Appeal Data (if any); and/or
(vi) use the Data Appeal Data and Data Appeal Services in a way that might determine a prejudice to the name, brand and/or reputation of Data Appeal;
3.4 In case of the violation of the section 3.3 Data Appeal might immediately terminate this Agreement according to article 1456 of the Italian Civil Code by written notice to the Customer.
4 – Termination and Renewal
4.1 Upon termination of the Agreement, the log-in credential will be deactivated, and the Customer shall not access to the DAS anymore.
4.2 The Customer can renew the Agreement at any time, unless otherwise agreed to by the parties in the Quote.
4.3 Should the renewal the Agreement occur after the expiration date but within the 24 (twenty-four) months thereafter, Customer agrees to be charged of an additional fee equal to 50% of the fee indicated in the Quote regulating the renewal of the Agreement for each month accruing after the expiration date and until the renewal date.
