BIZPLACE HOLDING S.R.L. – SUBSCRIPTION AGREEMENT
This Subscription Agreement (“Agreement”) is agreed to BizPlace Holding Srl (“BizPlace”), and the entity defined in the signature block below (“Subscriber”).
1.1. Services Identified in Order Form
BizPlace will make available, and Subscriber may access and use, BizPlace services (the “Services”) identified in one or more BizPlace order forms (each, an “Order”) executed by BizPlace and Subscriber. Each Order is incorporated into this Agreement by reference. If the terms of an Order conflict with the terms of this Agreement, the terms in the Order will control.
1.2. Site & Applications
The Services will be made available by BizPlace at its website located at www.bizplace.it (the “Site”). Additionally, an Authorized User may be given access to one or more BizPlace software applications (each, an “Application”) for the purpose of accessing the content of the Site (the “Content”) through that Application. For the purposes of this Agreement, “Content” also includes any written reports sold or otherwise delivered to Subscriber as well as any information Subscriber receives from BizPlace analysts, regardless of how that information is communicated to Subscriber. Except for providing access to the Site and the Content, BizPlace provides no other services pursuant to this Agreement.
BizPlace may modify the Services, Site, Applications, or Content at any time, provided that no such modifications materially degrade the Services.
1.4. Effective Date
This Agreement is effective as of the date identified in the Order (“Effective Date”). If the Order does not contain an effective date, the Effective Date is the date Subscriber signed the Order.
2.1. Requirements for Use
2.2. Quantity of Authorized Users
The Order identifies the number of Authorized Users who may be granted access under this Agreement.
2.3. Subscriber Is Responsible for Authorized Users
Subscriber is responsible for all use of the Site by anyone accessing the Site or Services using a username or password issued to its Authorized Users. Subscriber must promptly notify BizPlace in writing if Subscriber becomes aware of any unauthorized access or use of the Services.
2.4. Usage Limitation
BizPlace may limit usage on an individual user basis. Subscriber acknowledges that while BizPlace’s primary intent with such usage restrictions is to maintain the technical security of its site and to limit scraping, extraordinary but legitimate usage may also be prevented by such usage restrictions. If Subscriber’s extraordinary but legitimate usage is limited by such restrictions, BizPlace will attempt to find a mutually acceptable solution for the usage restrictions.
3. Allowed Usage
3.1. Use for Internal Business Operations
The Services and Content may only be used for the purposes of Subscriber’s internal business operations. An Authorized User may view, download, and manipulate the Content for Subscriber’s internal business operations.
3.2. Use of Content in Presentations and Reports
Authorized Users may incorporate data from the Content into presentations and reports (Subscriber’s “Work Product”) so long as (A) the quantity of data incorporated from the Content into the Work Product has no independent commercial value and is not separately marketable by BizPlace; (B) the Work Product is not issued on behalf of a third party; (C) the Work Product is not published to more than 500 individuals without the prior written consent of BizPlace, which consent will not be unreasonably withheld; and (D) the incorporated Content contains the following source attribution: Source: BizPlace Holding Srl. BizPlace retains sole ownership over any Content incorporated into the Work Product. If BizPlace assists Subscriber in the creation of Work Product, Subscriber may be charged additional fees as agreed to in writing by BizPlace and Subscriber in a separate Order.
3.3. Printing & Downloading
An Authorized User may print or download and store the amount of Content authorized in the Order only. However, Subscriber may not use such printing and downloading to compile more than an insubstantial portion of the BizPlace database.
4. Prohibited Usage
4.1. No Uses Competitive with BizPlace
Subscriber agrees not to use the Content in furtherance of a Competitive Product. A “Competitive Product” is a product or service that provides customers with data that is substantially similar to data marketed and licensed by BizPlace at of the Effective Date. The Content may not be used for any competitive analysis of how BizPlace’s products and services compare to a Competitive Product being offered or developed by Subscriber.
4.2. Limitation on Distribution
Except as explicitly allowed under Section 3 or the terms of an Order, Subscriber may not transfer, sell, rent, distribute, display, or otherwise disclose any portion of the Services, Site, Content, or Applications to anyone.
4.3. No Technological Attacks or Scraping
Subscriber may not use or attempt to use any deep-link, scraper, robot, bot, spider, data mining, computer code or any other device, program, tool, algorithm, process or methodology to systematically access, acquire, copy, or monitor any portion of the Content or Site. Additionally, Subscriber may not modify, decompile, decrypt, disassemble or reverse engineer any portion of the Services, Site, or Applications. Further, Subscriber will not use the Content in conjunction with any machine learning, neural network, deep learning, predictive analytics or other artificial intelligence computer or software program. If Subscriber collects data from the Site in violation of this Section 4.3, Subscriber agrees to promptly, upon receipt of invoice, delete such data and pay 500% of the then-current direct data pricing for such data.
4.4. Unauthorized Access
Subscriber may not—through hacking, password mining, or any other means—violate the security of the Site or any Application or attempt to gain unauthorized access to the site, Content, or BizPlace’s computer systems. Authorized Users may not share their password or other login credentials to the Services.
4.5. No Violations of Third-Party Intellectual Property
Subscriber may not use the Site, Services, or any Content in a manner that infringes or violates the intellectual property or proprietary rights of BizPlace or any third party, including, without limitation, the rights of privacy and publicity.
4.6. No Use in Third-Party Databases
Subscriber may not input any Content into a customer relationship management application or any other third-party database.
4.7. No Use in Violation of Laws
Subscriber may not use the Site or Content in any manner that is unlawful or that harms BizPlace. Additionally, Subscriber may not use the Site or Content in any way that is fraudulent, false, or deceptive.
4.8. No Offering of Securities
Subscriber may not use the Services, Site, or Applications in such a way as to be deemed to be engaging in the offering or solicitation of investments in securities or to be using the Services, Site, or Applications for any other improper investment purposes.
4.9. No Use for Credit or Employment Eligibility
Subscriber may not use the Content as a factor in establishing an individual’s eligibility for employment, or for credit or insurance to be used primarily for personal, family, or household purposes.
4.10. BizPlace Intellectual Property Marks
Subscriber must not remove or obscure the copyright, trademark, service mark, or other notices contained in the Site, Services, Applications, or Content, regardless of whether such notices relate to rights possessed by BizPlace. Subscriber may not use the trademarks, service marks, logos, or other proprietary identifiers of BizPlace, affiliates of BizPlace, or BizPlace suppliers without prior written consent.
4.11. Professional Conduct
Subscriber must treat BizPlace employees with a reasonable level of cordiality and professionalism.
5. Payment Terms
Subscriber will pay all fees listed in the relevant Order (“Fees”). The Fees only apply with respect to the term provided in the Order. BizPlace may change the Fees for any Renewal Term (as defined below) upon notice to Subscriber no later than 45 days prior to the then-current anniversary of the Effective Date. Unless provided otherwise, all amounts paid under this Agreement are non-refundable.
5.2. Timing of Payment
Subscriber will pay all Fees contained on an Order within 15 days following the Effective Date. If the Agreement is automatically renewed, Subscriber will pay all Fees for renewal terms on each anniversary of the Effective Date during the Term. If such payment is not timely made, BizPlace may suspend Subscriber’s access to the Site, Applications and Services. Unpaid Fee balances will accrue interest at the rate of 1.5% per month.
Subscriber is solely responsible for all applicable sales, use, and other taxes or similar charges or duties incurred in connection with this Agreement (collectively, “Taxes”). Subscriber will promptly reimburse BizPlace if BizPlace is required to pay any Taxes for which Subscriber is legally responsible. Despite the previous two sentences, BizPlace remains solely liable for any taxes assessed on its net income.
6. Reservation of Rights
Except as detailed below in this Section 6, all rights—including all copyrights and other intellectual property rights—in the Services, Site, Content, and Applications, belong to BizPlace or BizPlace’s suppliers. Unless expressly provided otherwise, nothing in this Agreement is to be construed to grant Subscriber any license or right to the Site, Services, Applications, or Content.
6.1. Derivations of Content
BizPlace does not claim an ownership interest in derivations of Content that an Authorized User creates through authorized use of the Services if such derived work is sufficiently transformed so that any Content on which it is based or that forms one or more inputs into it cannot be readily understood, reverse engineered, disassembled or decompiled by someone reasonably knowledgeable of financial services or reasonably skilled in financial services software applications.
6.2. Subscriber Data
BizPlace does not claim an ownership interest in any data or content not originally sourced from BizPlace, its affiliates, or any of their suppliers, that is separately uploaded by Subscriber or its Authorized Users onto the Site (“Subscriber Data”)
BizPlace may use Subscriber’s name and logo on BizPlace promotional materials to identify Subscriber as a client of BizPlace.
8.1. Term of this Agreement
This Agreement will commence on the Effective Date and will terminate if no Order is in effect. If a new Order is agreed to after the termination of this Agreement, this Agreement will be reinstated unless otherwise agreed.
8.2. Term of Each Order
Unless it is terminated, each Order will remain in effect until the expiration of the subscription term provided in that Order.
8.3. Renewal Terms
At the conclusion of the term provided in an Order, the most recently executed Order will be renewed for successive renewal terms of one year unless either party provides the other with written notice of non-renewal at least 30 days prior to the expiration of the then-current term. The term provided in the initial Order and any renewal terms are collectively referred to in this Agreement as the “Term”.
9.1. Termination for Breach
Either party may terminate this Agreement and any Orders if the other party materially breaches this Agreement and fails to cure such breach within 30 days following written notice of the breach from the non-breaching party. Additionally, BizPlace may immediately, upon sending written notice, suspend access or terminate this Agreement and any Orders if Subscriber breaches Sections 2, 3, 4, 5, or 11.
9.2. Termination for Insolvency
Either party may terminate the Order if the other party is or reasonably appears to be insolvent.
9.3. Effect of Termination
Upon termination of this Agreement:
- (A) Subscriber must promptly expunge any Content it has in its possession and immediately discontinue use of the Services, Site, Applications, and Content;
- (B) Despite Section 10.3(A), Subscriber may retain, solely for records retention or regulatory purposes, any limited extracts of Content that had, prior to termination, been incorporated into Work Product created by Subscriber during the Term in accordance with this Agreement;
- (C) Despite Section 10.3(A), Subscriber may retain electronic records related to the Content as needed for archival purposes so long as no continued use is made of the Content; and
- (D) Sections 2, 3, 4, 5, 6, 8, 10, 11, 12, 13, 14, 15, 18, 19, 20, 26, and 27 will survive the termination of this Agreement.
10. Confidential Information
10.1. Confidential Information Defined
“Confidential Information” means commercially sensitive or valuable information that is disclosed by BizPlace to Subscriber or disclosed by Subscriber to BizPlace in the course of entering into or performing this Agreement.
10.2. Exclusions from Confidential Information
Information is excluded from the definition of “Confidential Information” if it is: (A) already in the public domain; (B) lawfully obtained from a third party; (C) lawfully known to the receiving party prior to the disclosure by the other party; or (D) independently developed by the receiving party without reference to the other party’s disclosed information.
10.3. Use of Confidential Information
BizPlace and Subscriber will not use or disclose the Confidential Information disclosed by the other party except (A) as expressly permitted by this Agreement, (B) as reasonably needed by BizPlace to perform its obligations under this Agreement or improve its services, (C) either party may disclose Confidential Information as reasonably needed to enforce its rights under this Agreement, and (D) either party may disclose Confidential Information if required to do so by a subpoena or court order. If a party is obligated to disclose Confidential Information by a subpoena or court order, such party will promptly notify the other party of such pending disclosure in sufficient detail so that the disclosure may be objected to or that remedial actions may be taken.
10.4. Care of Confidential Information
BizPlace and Subscriber will each protect Confidential Information disclosed by the other party from unauthorized disclosure with the same degree of care as it uses with respect to its own Confidential Information, but in no event less than a reasonable degree of care.
Neither party may assign its rights or obligations under this Agreement without the other party’s written consent. Neither party may unreasonably withhold consent. Despite the previous two sentences, BizPlace may assign its rights to collect payment owed under this agreement.
12. Representations and Warranties
12.1. Subscriber’s Representations and Warranties
Subscriber represents and warrants to BizPlace that Subscriber has the necessary authority to enter into and perform its obligations under this Agreement and that this Agreement has been duly authorized and executed by Subscriber.
12.2. General Disclaimer of Warranties
The Site, Services, Applications, and Content are provided to Subscriber on an “As-Is” and “As Available” basis. Except as expressly stated in this Agreement, there are no representations or warranties about the nature or quality of the Site, Services, Applications, or Content. BizPlace has not and cannot make any guarantee that the Content is an accurate reflection of real-world facts.
12.3. Subscriber’s Assumption of Risk
Any decisions Subscriber makes on the basis of the Site, Services, Applications, or any Content are made solely at its own risk. BizPlace has no responsibility or liability arising from such decisions.
12.4. Disclaimer of Specific Warranties
BizPlace makes no warranty, express or implied, as to the accuracy of the Content, the results that may be obtained as a result of using the Site, Services, Application, or Content, and BizPlace expressly disclaims any condition of quality and implied warranties of title, non-infringement, accuracy, merchantability, or fitness for a particular purpose. BizPlace also disclaims any warranties arising through course of dealing or usage of trade. Subscriber represents that it has not relied upon any warranty or representation made by BizPlace except as specifically stated in this Agreement. No part of this Section 13.4 is intended to limit the general nature of Section 13.2.
13.1. Subscriber’s Promise to Indemnify
Subscriber will defend and indemnify BizPlace from any third-party claims, costs, reasonable attorneys’ fees, damages, or other liabilities that arise out of Subscriber’s unauthorized use or disclosure of the Site, Services, Applications, or Content. For the purposes of this Section 14.1, “BizPlace” includes any directors, officers, employees, or agents of BizPlace.
BizPlace will (A) promptly notify Subscriber of any claim that would trigger the indemnification obligation in Section 14.1, (B) assist Subscriber, at Subscriber’s expense, in the defense and settlement of the claim, and (C) refrain from settling the claim without Subscriber’s prior written consent so long as Subscriber doesn’t unreasonably withhold or delay such consent. BizPlace can select its legal representation for defense of the claim.
14. Limitation of Liability
14.1. No Liability for Fault with Content
Except as expressly agreed otherwise in this Agreement, (A) the Content is provided “as-is” and “as available,” and (B) BizPlace will not be liable for any damages incurred by Subscriber that result from Subscriber’s use of the Content.
14.2. Categorical Limitation on Damages
Except for (A) Subscriber’s indemnification obligations under this Agreement, (B) Subscriber’s obligations to pay Fees under this Agreement, (C) Subscriber’s liability if it breaches the promises contained in Section 11, and (D) Subscriber’s willful misconduct or gross negligence, under no circumstances will either party be liable for any indirect, incidental, special punitive, exemplary, or consequential damages with respect to this Agreement. This categorical limitation on damages applies even if such damages could have been foreseen or prevented.
14.3. Limitation on Liability
Except for (A) Subscriber’s indemnification obligations under this Agreement, (B) Subscriber’s obligations to pay Fees under this Agreement, (C) Subscriber’s liability if it breaches the promises contained in Section 11, and (D) Subscriber’s willful misconduct or gross negligence, under no circumstances will either party be liable to the other party in excess of the amount of Fees actually paid by Subscriber to BizPlace under this Agreement within the 12 months preceding the liability-causing events.
15. Securities Matters
15.1. No Offer of Securities
The Site, Services, Application, and Content are for informational purposes only. Nothing in the Content constitutes, and nothing in the Content should be construed as: (A) a solicitation or offering of any investment or securities or a recommendation to acquire or dispose of any investment or security; or (B) the provision of any financial, tax, legal, or other advice.
15.2. No Investment Advice
Nothing in the Site, Services, Application, or Content will be deemed to constitute: (1) information that specifically addresses any specific individual’s investment objectives, financial situation, or the particular needs of any specific person who may receive the Services or Content; (2) establishing an advisory relationship; or (3) a transaction in securities for the account of others.
None of BizPlace’s directors, officers, employees, or agents (A) acts on behalf of any other entity in providing information in the Content, (B) is paid to market securities to investors, (C) participates in negotiations between an entity providing information in the Content and any investor, (D) handles any money or securities in transactions between investors and any entity providing information in the Content, or (E) assists any entity providing information in the Content with the completion of any securities transactions between such entity and an investor.
16. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement, and this Agreement supersedes any prior agreement between the parties with respect to the subject matter of this Agreement.
For a party to waive its rights under this Agreement, such waiver must be in writing. Any waiver will be construed as narrowly as reasonably possible.
18. Jurisdiction & Venue
This Services Agreement is governed by Italian law. Any dispute that may arise between the Parties out of, or in connection with, this Service Agreement shall be submitted to the exclusive jurisdiction of the Court of Rome.
19. Waiver of Class Action
Except as otherwise specifically prohibited by applicable law, all disputes arising from or related to this Agreement will be adjudicated on an individual basis and not in a class or representative action or as a member of a class, mass, consolidated or representative action, irrespective of the forum in which such disputes are heard. Subscriber will not join any of its claims related to this Agreement with the claim or claims of any other person or entity.
20. Excuses for Failure to Perform
Neither party will be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is directly caused by unforeseen events beyond the party’s control.
21. Links to Third-Party Sites
The Site may contain links to other web sites (“Linked Sites”). The Linked Sites are not under the control of BizPlace and BizPlace is not responsible for the contents or operation of any Linked Site. BizPlace provides these links only as a convenience, and the inclusion of any link does not imply endorsement by BizPlace of the Linked Sites or any association with its operators.
Notices required under this Agreement may be sent to the addresses included on the most recent Order. All notices will be deemed received two days after the day on which they are physically sent, the day on which they are emailed, or the day on which the courier service estimates delivery, whichever is later. A party may update its contact information for notifications by sending a notice of the updated contact information to the other party in accordance with this Section 24.
23. Relationship of the Parties
Nothing in this Agreement will be construed to create a partnership or joint venture between the parties.
This Agreement may be amended only in a writing signed by an authorized representative of both parties.