General Terms of Contract

1. Definitions

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In these general terms of contract (the “General Conditions”), the terms and expressions listed below, when capitalized, must be understood with the meaning given to them in this paragraph. The terms indicated in the singular are also understood in the plural and vice versa:

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Updates and Developments: indicates any update, supplement, adaptation, development, improvement and/or modification made by CloudFire and/or by the third party owners of the Services also as part of the Maintenance Services for the purpose of (i) correcting any errors, defects, bugs or malfunctions of the Services, and/or (ii) providing the Services with new or different functionalities or removing the functionalities that have become obsolete, and/or (iii) bringing the Services into compliance with changes in the fiscal, regulatory and/or technological environment of reference. Updates and Developments do not include those made necessary by the modification, integration, repeal or issuance of laws, decrees, regulations, directives, orders or decisions, whether Italian, EU or foreign, that, at the sole discretion of CloudFire, have a significant impact on the operation and/or costs of CloudFire and/or on the structure of the Services.

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Personal data: Indicates the section whose compilation is required during registration on the Cortex Platform.

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Assistance: indicates the provision of a technical help desk service in order to suggest, where possible, technical solutions aimed at ensuring the correct use of the Services. The Assistance Service in relation to the Services will be provided exclusively through a request ticketing system, unless otherwise agreed in writing between the Parties.

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Apparatus: the product that integrates the hardware and related specific software necessary for the proper functioning of the Service and provided by CloudFire on loan, rental and/or sale and made available to the Contracting Party on the basis of the provisions of the Order.

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BaaS or Backup-as-a-Service: indicates the Cloud Service consisting in the creation and storage of an additional copy of the Contracting Party/End Users data, which can thus be stored remotely and kept online to ensure their recovery in the event of a security incident that compromises the availability or integrity of such data.

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Access Keys or Access Credentials: indicates the identification code (user-id) and keyword (password) possibly provided by CloudFire to access and/or install specific features or components of the Service or access the Cortex Platform made available by CloudFire.

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Billing cycle: the period of time within which CloudFire completes the Contracting Party's billing flow. This period elapses from the day of issue of the invoice relating to the final debits in the previous period and ends with the issuance of the invoice relating to the final debits in the following period.

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Customer: indicates the person who purchases the Services from the CloudFire distributor and/or CloudFire, with the express exclusion of the possibility of resale to third parties. The Customer can be qualified as such only after registering on the Cortex Platform.

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CloudFire: indicates the person to whom the Contracting Party has submitted the Order: CloudFire S.r.l. with headquarters in Reggio Emilia, Via Giambattista Vico 93, 42124, VAT number/Tax Code IT02764700353.

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Contract: indicates these General Conditions, the Supplementary and Special Conditions, the Orders and the attachments (including the SLAs, the Support Terms and the Third Party Terms), the technical documentation possibly delivered to the Contracting Party and any instructions for using the Services (including the CloudFire Services Use Policy and the Service Sheets) and also the contract for the provision of the services that CloudFire resells, with terms and conditions to be applied to the Contracting Party.

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Fees: has the meaning set out in paragraph 10.1.

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Data Center or DC: refers to service centers - indicated on the website https://www.cloudfire.it/it/why-cloudfire/infrastruttura - which host the interconnected servers, owned by CloudFire or third parties, on which the Cloud Infrastructure resides. Neither the Contracting Party nor the End User are allowed to access the Data Centers, unless those Services expressly provide for the possibility of access. In any case, CloudFire reserves the right to change the locations of the Data Centers at its sole discretion, without prejudice to the relative location within the Italian territory.

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Personal Data: has the meaning set out in art. 4, n. 1 of Regulation (EU) 2016/679 (“GDPR”).

Intellectual Property Rights: indicates any intellectual and/or industrial property right, registered or unregistered, in whole or in part, anywhere in the world, such as - by way of example and not limited to - trademarks, patents, utility models, designs and models, domain names, know-how, works covered by copyright, databases and software (including, but not limited to, its derivatives, source code, object code and interfaces), as well as material and documentation made available by the service provider resold by CloudFire.

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Minimum Duration: period during which the right of early withdrawal is excluded.

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DRaaS or Disaster Recovery-as-a-Service: means the Cloud Service consisting in the creation of online security copies of the data of the Contracting Party and/or the End User, to allow their recovery following a loss of data on the Contracting Party's and/or End User's systems caused by unpredictable events such as disasters, hardware and/or software failures of the systems or human errors. The DRaaS service is aimed at raising the level of IT resilience of the Contracting Party and/or the End User in order to limit operational inconvenience. It differs from simple BaaS because it allows the restart of information systems without the need for data recovery.

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Log files: the set of records of chronological events that occurred on the single system or platform, produced by an appropriate tracking feature, stored in different possible formats and with different technologies.

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IaaS or Infrastructure-as-a-Service: indicates the Cloud Service consisting in making available to the Contracting Party and/or the End User the Virtual Machines hosted on the Cloud Infrastructure. Unless the service is provided in Managed Cloud Services mode, the Contracting Party and/or the End User must deal independently, or through third parties, with the management of the Cloud Infrastructures.

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Cloud Infrastructure: indicates the cloud system owned by CloudFire or third parties that hosts the application components functional to the provision of the Services, Products and Virtual Machines.

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License: has the meaning set out in paragraph 5.1.

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Access Log: registrations that guarantee complete traceability of all accesses (Login) and all disconnections (Logout) performed by users who have accessed each system or platform.

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Virtual Machine: indicates, as part of the IaaS Service, each virtual environment resident in the Cloud Infrastructure, remotely accessible by the Contracting Party and/or End User and having the characteristics and configurations from time to time indicated by CloudFire, which emulates the behavior of a server through the use of hardware resources of the Cloud Infrastructure.

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CloudFire Brands: indicates registered and unregistered trademarks, patents, names and distinctive signs, owned by CloudFire, or third parties, associated with the Services, Equipment, Products, Cloud Infrastructure, Virtual Machines and Updates and Developments.

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Materials from Suppliers and Partners: the materials, documents, and anything else in digital, paper, photo and video format, whether provided by CloudFire and/or another CloudFire Partner for the performance of a Service to the Contracting Party and/or End User, are and remain the responsibility of the person who provided them.

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Personal Data Protection Legislation: indicates, together, the GDPR, Legislative Decree 196/2003, Legislative Decree 101/2018 and subsequent amendments and the provisions of the competent authorities in the matter.

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Order: indicates the request for activation or renewal of the Services made by the Contracting Party upon acceptance of a Commercial Offer on the subscription platform and/or through its User on the Cortex Platform. In the event of a conflict between the terms and conditions indicated in the Order and the provisions of the General Conditions and/or the Supplemental Conditions, the provisions of the Order will prevail.

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PaaS or Platform-as-a-Service: indicates the Cloud Service consisting in the provision of the Contracting Party and/or the End User and management of one or more IT platforms, including those of third parties.

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Contracting Party: indicates the Customer and/or the Reseller, as defined in these General Conditions.

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Parts: CloudFire and the Contracting Party indicated jointly.

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Partner: indicates each third party that collaborates with CloudFire for the provision of the Services, selected at the sole discretion of CloudFire.

Cortex platform: the application owned by CloudFire that allows the activation and delivery of the Service and User management; access to the Cortex Platform is allowed only to authorized Users, after registering and obtaining access credentials.

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CloudFire Services Use Policy: indicates the attached Service Use Policy.

Products: means all hardware and software products owned by CloudFire or third parties that may be licensed for use or sold by CloudFire to the Contracting Party under this Agreement. In addition, the products include any other material or service provided by the Supplier, which may include, by way of example and not limited to, documents, check-lists, reports, procedures, videos and any other form of non-physical material or service.

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Commercial Offer: indicates the description of the specific components and the various technical, commercial and economic characteristics of the Service. Accepting a Commercial Offer is equivalent to an Order for the activation or renewal of the Service.

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Professional Services: packages of prepaid hours for dedicated consulting services.

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Technical Service Contact Person: the professional figure within the business organization of the Contracting Party identified and delegated by the Contracting Party itself to maintain relations with CloudFire in relation to the Service.

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Retailer: indicates the person who purchases the Services from the CloudFire distributor and/or directly from CloudFire, both for internal use similar to those specified for the “Customer”, and for the purpose of further resale in favor of End Users. The qualification of Reseller is subject to registration on the Cortex Platform and the signing of the “Partner Agreement”.

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SaaS or Software-as-a-Service: indicates the Cloud Service consisting in the provision to the Contracting Party and/or the End User of one or more application software residing on a remote backend that can be used through a dedicated front-end.

Service cards: indicates the attachment containing the technical, functional and procedural specifications of each Service offered directly by CloudFire, published in the appropriate section of the CloudFire website (referred to at the link: www.cloudfire.it/terms), which the Contracting Party expressly declares to have viewed. Any other service not described in the Service Sheets is considered to be provided by partners and/or resold by CloudFire, with the relevant applicable conditions. The Service Sheets are integrated with these General Conditions, constituting an integral and substantial part of the contractual relationship between CloudFire and the Contracting Party.

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CloudFire Service or Service: means, together, the Cloud Services, the Devices, the Products and the Third-Party Services.

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Consulting Services: indicates the provision of consultancy and/or training activities in the IT field. Including training and consulting services based on Reseller Partnership levels.

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Maintenance Services: indicates, together, (i) corrective maintenance services, with this meaning Services development activities aimed at diagnosing and removing the causes and effects of any malfunctions (bugs); and (ii) adaptive maintenance services, meaning the development activities of the Services aimed at ensuring their constant adherence to developments in the technological environment and the reference market and to any changes in the regulatory environment. The Maintenance Services also include routine maintenance, i.e. scheduled maintenance of the Services carried out by CloudFire or by persons appointed by the latter, and extraordinary maintenance, i.e. unscheduled maintenance of the Services carried out by CloudFire or by persons appointed by the latter.

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Custom Services: all services not included in the basic service whose provision is subject to the specific request for activation by the Contracting Party.

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Cloud Services: refers, together, to BaaS, DRaaS, IaaS, PaaS and SaaS services.

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Managed Cloud Services: indicates a particular method of providing Cloud Services, which also involves the management of operating systems and/or applications hosted within the Cloud Infrastructure, as indicated in the Shared Responsibility Model at this link https://www.cloudfire.it/it/why-cloudfire/compliance-sicurezza.

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Third-Party Services: means all services provided by CloudFire and/or CloudFire Partners, including, but not limited to, consulting services, technical support, maintenance, assistance, training, hosting, cloud computing and any other service ancillary or complementary to the Products provided under this Agreement. The provision of these services may be governed by specific terms and conditions applicable to the individual Service and, where applicable, by direct agreements between the Contracting Party and the CloudFire Partner.

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Sistemi: hardware equipment and/or network terminals, including basic software and/or applications, available to the Contracting Party and/or End User and hosted at the CloudFire Data Center.

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SLA: indicates the Service Level Agreement. Each Service provided directly by CloudFire is governed by a separate document, which becomes an integral part of these General Conditions.

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Terms of Support: indicates the attachment containing the terms of Support and Assistance and Maintenance Services.

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Third Party Terms: Indicate the attachment containing the terms of the third-party services and products, including the reference to those terms.

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Transaction Log: the records that guarantee the traceability of the operations carried out on the systems.

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User: the natural or legal person who accesses the Cortex Platform for the management and activation of the Services, regardless of whether they are a Contracting Party or End User. The User may be the same as one of them or be a separate person, having the right to access and use the Cortex Platform and the Services offered, in compliance with these General Conditions and related annexes.

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End User: indicates the person who purchases the CloudFire Services from the Reseller to use them as part of their business or professional activity (with the express exclusion, therefore, of those who qualify as consumers under applicable law).

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2. Subject and Applicable Documents

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2.1. These General Conditions govern the relationship between CloudFire and the Contracting Party, which may be the Customer or Reseller as defined in the Agreement. The “Customer” is the person who purchases the Services to use them internally. The “Reseller” is the person who, following the signing of the “Partner Agreement”, purchases the Services both for their own internal use and for the purpose of resale to End Users. It is understood that, if the Contracting Party is the Customer, the articles of these General Conditions that expressly refer to the “Retailer” do not apply.

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2.2. This Agreement is effective and binding between the Parties starting from the acceptance of the first Commercial Offer for Services signed by the Contracting Party or following the registration and activation of even just one Service on the Cortex Platform by the User. If, after the conclusion of this Contract, the Parties agree to provide additional Services, the Parties may sign additional Orders that will integrate the subject of this Agreement. It is, therefore, understood between the Parties that the provision of such additional Services will be governed by these General Conditions and that the additional Orders signed will not have any innovative effect but will supplement this Contract, unless otherwise provided in writing between the Parties.

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2.3. In the event of a dispute or discrepancy between these General Conditions and the Order, reference will be made to the following documents in the order of prevalence indicated below:

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(i) General Terms of Contract;

(ii) Drafting of Special Contract Conditions that explicitly modify the General Contract Conditions;

(iii) Service cards

(iv) Policy for the use of the Services;

(v) Service Level Agreement — (SLA);

(vi) Third Party Terms

(vii) Terms of Support

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2.4. In the event that the Service requires the use of Equipments/Products/Services, the relevant supply conditions will apply, according to the choice made by the Contracting Party in the Order, always limited to the amounts, which will prevail over the provisions of these General Conditions in the event of a conflict. The other General Contract Conditions remain unchanged and perfectly active, always unless there are no Special Contract Conditions.

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2.5. Any service other than those provided for the Service must be the subject of a specific agreement between the parties and may be provided by CloudFire, subject to a feasibility examination, under conditions, terms and fees to be agreed. (“Custom Service”)

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2.6. It is understood between the Parties that, where expressly indicated in the Order, the provisions contained in the Supplementary Conditions also apply (which, in case of discrepancy with the provisions of these General Conditions, will prevail over the latter).

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2.7. It is also understood between the Parties that if the Contracting Party is already a CloudFire customer, these General Conditions will be effective and binding between the Parties also with reference to the CloudFire Services subject to previous Orders where, alternatively, (i) the Contract is expressly accepted by signing a new Order, or (ii) in the absence of exercise of the right to withdraw from the Contract by the Contracting Party, which the latter will have the right to exercise by written communication sent to CloudFire by registered letter with return receipt and/or certified email within 30 (thirty) days from receipt of the written communication from CloudFire to inform it of the change in the terms of the General Conditions.

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3. Features of the service

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3.1. Through the Cortex Platform, the Contracting Party will be able to purchase and manage the Services and, for Resellers, manage End Users. The Service will be provided to the Contracting Party as defined in the Order. If required by the Order, in order to use the Service, the Access Keys will be communicated to the Contracting Party by CloudFire. Where provided for in the Order, the provision of the Service will be carried out through connections with the Apparates/Products that may be placed at the Contracting Party and may also be subject to the outcome of the test if required.

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3.2. CloudFire may use its own international standards and/or standards for connections, equipment and programs and reserves the right to modify them according to its needs.

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3.3. The Service may include the rental, lending or sale of Equipment/Products including or not including the Support service as specified in the Order and/or also of Products and Services that CloudFire resells as a reseller (e.g. router).

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3.4. CloudFire may change, during the term of the Contract, the technical characteristics of any Systems/Appliances/Products/Services that are no longer compatible with any new configurations necessary as a result of the obsolescence/technological evolution of the hardware and/or software components related to the functionality of the Service, guaranteeing in any case the same functionality.

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3.5. Since the Services offered are based on IP protocol on Ethernet networks, the correct transmission of packets is not guaranteed in the event of exceptional network commitment (temporary saturation). Therefore, the Contracting Party takes note of the above-mentioned characteristics of the protocol and accepts the consequent traffic that may develop due to the retransmission of packets, as well as the random loss of packets (random packet loss).

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3.6. Any system management and middleware services are provided by CloudFire System Administrators with the highest level of privilege.

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3.7. Upon completion of this Agreement, CloudFire will provide online guides (Knowledge Base) to the Contracting Party.

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3.8. CloudFire provides the Contracting Party with an Assistance service, in accordance with the methods and timing established in the Terms of Support document. In the event of a request for Assistance, the Contracting Party must provide CloudFire with all the information necessary to identify the cause of the report made by the same and must provide CloudFire, if requested, with the assistance of internal personnel or other support that may be necessary. CloudFire also undertakes to provide to the Contracting Party, where technically and reasonably possible, the Maintenance Services in relation to the Services being resold to End Users, in accordance with the terms of the relevant Order.

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3.9. CloudFire also provides design and system assistance (“Professional Services”) to the Contracting Party at the express request of the latter. The provision of the service will take place after acquiring a number of hours in advance through a Commercial Offer and/or Cortex Platform, the use of which will be managed through the opening of tickets. Through these tickets, the methods of intervention will be defined and the necessary assistance package will be quantified, which will be progressively scaled from the number of hours purchased.

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3.10. Support and Professional Services must be requested by opening a ticket on the Cortex Platform or by e-mail to help@cloudfire.it.

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3.11. It will be possible, subject to a Commercial Offer, to organize technical and commercial training sessions (“Consulting Services”).

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3.12. The Contracting Party acknowledges and accepts that, where deemed appropriate at the sole discretion of CloudFire, the Updates and Developments carried out as part of the Maintenance Services may (i) result in the modification or elimination of certain functionalities of the Services; (ii) have a high degree of risk for the integrity of data and/or information and/or content entered and/or processed through the Services; or (iii) consist of replacements or migrations (even partial) of the Services.

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3.13. It is understood between the Parties that for the CloudFire Support service it is in no way required to provide assistance with regard to equipment, equipment and software owned by the Contracting Party and/or the End User and/or third parties. Under no circumstances will assistance be provided directly to the End User.

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3.14. Support activities justified by a malfunction of CloudFire's systems will not be billed.

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4. Third-party products and services

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4.1. CloudFire may offer, as part of its Services, Third-Party Products and/or Services, which, even following the CloudFire General Conditions, are governed by separate terms and conditions, established by the respective suppliers. The use of such products and/or services is subject to the specific conditions imposed by the respective suppliers, which the Contracting Party is required to respect and enforce by its End Users. For detailed regulations on the use and responsibilities related to third-party products and/or services, please refer to the Third-Party Terms document. Under no circumstances is CloudFire responsible for the availability, guarantees or costs associated with such products and/or services, which are provided “as is” by their respective suppliers.

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4.2. The Contracting Party is responsible for all third-party products that a third party licenses, sells, or makes available to the Contracting Party, that the Contracting Party installs or uses with the CloudFire Services. The Contracting Party's use of such third-party products and services is governed by separate terms between the Contracting Party and the third-party provider. CloudFire is not a party to and is not bound by any of those separate terms. The Contracting Party is responsible for all fees and costs associated with its use of such Third-Party Products, including liability for any usage-based charges, exceeding thresholds, rate increases, or other assessments by the applicable third party.

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4.3. Third-Party Products and Services, while following CloudFire's General Conditions, are governed by the specific terms of the third-party vendor. Some Third-Party Products and Services may be covered by a limited warranty offered by the third-party vendor. To the extent required or permitted, if CloudFire makes a Third-Party Product available to the Contracting Party in connection with the Contracting Party's use of the CloudFire Services, CloudFire will transfer to the Contracting Party the manufacturer's warranties relating to those Third-Party Products.

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4.4. Notwithstanding the foregoing, the Contracting Party acknowledges that CloudFire is not responsible for the availability or fulfillment of any warranty of Third-Party Products and Services or for problems attributable to the use of Third-Party Products and Services. ALL THIRD-PARTY PRODUCTS AND SERVICES ARE PROVIDED BY CLOUDFIRE ON AN “AS IS” BASIS. The Contracting Party is responsible for reviewing, accepting, and complying with any third-party terms of use or other restrictions applicable to the Third-Party Product and Service. CloudFire reserves the right to suspend or terminate any Third-Party Product and Service at any time.

The third-party terms applicable to the Third-Party Products and Services made available by CloudFire may be changed from time to time (the “Third Party Terms”).

The updated list of third-party vendors and the related terms of service applicable to the Third-Party Products and Services made available by CloudFire is available in the Third-Party Terms document, attached to these General Conditions and updated periodically.

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5. License

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5.1. With the Contract and against payment of the Fees, CloudFire, for the sole purpose of allowing the Contracting Party to use the Services indicated in the Order, grants the Contracting Party, who accepts, a non-exclusive, non-transferable, non-transferable license, with the right to sub-license, by the Reseller, to the only specific End User receiving the Services and within the quantitative limits set out in the Order (where applicable), revocable and temporarily limited of the Services provided through software components and indicated in each Time-by-time order accepted by CloudFire (“License”).

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6. Activation, suspension and interruption of the service

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6.1. The Service activated by the User is considered as such when the status is “Active” in the “Project Manager” section of the Cortex Platform. If the Service is preceded by a Commercial Offer, following the receipt of emails confirming the Order from the Contracting Party, the status will be “Active” in the “Contracts” section of the Cortex Platform.

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6.2. When signing the Commercial Offer or Registering with the Cortex Platform, the Contracting Party will appoint its own professional figure who will be the contact person for relations with CloudFire in relation to the Service.

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6.3. CloudFire will make every reasonable effort to ensure the timely activation of the Services indicated in the Order and the maximum availability of the Services in accordance with the SLA. To this end, CloudFire has adopted all the most modern technological knowledge and best practices in the sector and has equipped itself, among other things, with technological supports in a High Availability configuration (high reliability), electrical resources provided with UPS batteries as a first intervention and generator sets to ensure continuity in the supply of electricity. If there is a delay in the activation of one or more Services due to events not attributable to CloudFire, or failures, defects or malfunctions in the Services (even if not attributable to CloudFire), the latter will make every reasonable effort to communicate to the Contracting Party the reasons for the delay or for the failures, defects or malfunctions and, where possible, the expected activation or maintenance times.

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6.4. If the Service requires the use of Applications and/or operating systems whose licenses are in the name of the Contracting Party, the related acquisition remains at its sole expense. In this case, the Contracting Party itself undertakes to formally communicate to CloudFire the activation codes of the user licenses for the purpose of activating the Service. Therefore, CloudFire will not be responsible for the non/delayed activation of the Service resulting from the non-purchase of the above-mentioned licenses and/or the failure to communicate the related activation codes. Likewise, CloudFire will not be responsible for damages deriving from disservices caused by an incorrect functioning of the applications and/or operating systems subject to the user licenses acquired by the Contracting Party.

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6.5. In addition, the Contracting Party undertakes to relieve and hold CloudFire harmless from any consequence deriving from the illegitimate use of the licenses by the Contracting Party/End User.

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6.6. The Contracting Party must promptly communicate to CloudFire the information necessary for the activation of the Service such as, but not limited to, parameters, instructions, procedures and technical specifications.

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6.7. CloudFire, without prejudice to the possibility of suspending the Services for failures in the Data Center and/or the Cloud Infrastructure not attributable to it, will have the right to suspend or interrupt the provision of the activated Services, even if only partially and without this in any way constituting a breach of the obligations set out in this Agreement, and with the exclusion of any liability to third parties (from whose claims the Contracting Party undertakes to hold CloudFire harmless).

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(i) in the event of a default by the Contracting Party with even one of the obligations imposed on it by the Contract (including, in the event of a missed or delayed payment of more than 60 (sixty) days, in total or in part, of the Fees);

(ii) if there are justified security reasons;

(iii) in the event of a violation, by the Contracting Party, of the applicable legal obligations or what is indicated in the CloudFire Services Use Policy and in the Service Cards;

(iv) in the event that there are problems with the Data Center and/or the Cloud Infrastructure that cannot be remedied without suspending related access, including the hypothesis of (i) relative replacement and/or migration, even partial, and/or (ii) the provision of Maintenance Services, in any case with prior written notice to the Contracting Party 24 hours in advance about the reasons for the suspension and the expected timing of intervention;

(v) in the case of orders and measures of the competent authority, including independent authorities such as, by way of example, AGCM, AGCOM and the Guarantor for the Protection of Personal Data;

(vi) upon the occurrence of a cause of force majeure, in accordance with the provisions of paragraph 22.1.

6.8. It is understood between the Parties that during the suspension or interruption, total or partial, of the provision of the Services, the Contracting Party and/or the End User will not have any opportunity to access and view the information and data and, in general, the contents contained therein.

6.9. CloudFire undertakes to ensure that the total or partial suspension of the Services, in the event referred to in paragraph 6.7 (iv) above, is contained within the time strictly necessary for the execution of the scheduled or recovery activities in order to minimize the inconvenience deriving from such interventions.

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7. CloudFire's obligations and guarantees

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7.1. CloudFire is committed to:

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(i) provide the Services in a workmanlike manner and with the professionalism, diligence and expertise appropriate to the nature of the assignment, in compliance with the provisions of this Contract;

(ii) keep active, for the entire duration of the Contract, insurance coverage with a primary insurance company for civil liability, even for damage to third parties or property of third parties, with appropriate ceilings;

(iii) receive and analyze any suggestions received from the Contracting Party aimed at improving the quality of the Services;

(iv) take charge of any reports or complaints, providing a response to the Contracting Party within 30 (thirty) days from the date of their receipt. In cases of particular complexity of complaints, or where it is not possible to provide an exhaustive response within 30 (thirty) days from the complaint, CloudFire will inform the Contracting Party about the progress and the estimated times to process the request.

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7.2. The Contracting Party expressly consents that CloudFire, for the provision of the Services covered by this Agreement, may use Partners chosen at the sole discretion of the latter, to whom CloudFire may entrust the performance of all or some of the activities referred to in this Agreement, it being understood that CloudFire will remain directly responsible for the correct and lawful execution of the Services also for the activities carried out by the Partners, also pursuant to and for the purposes of art. 1381 of the Italian Civil Code.

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8. Obligations and responsibilities of the contracting party

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8.1. Unless otherwise established in these General Conditions and/or in the Orders, the Contracting Party undertakes to:

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(i) not to use the Service for purposes other than those stated to CloudFire by the same Contracting Party in the Agreement;

(ii) pay the Fees to CloudFire in accordance with the provisions of Article 10;

(iii) carry out with due diligence all technical activities preparatory and/or necessary for the proper activation and regular functioning of the Services;

(iv) use the Services in accordance with the License, the CloudFire Services Use Policy, the Service Cards, the applicable legislation and the netiquette referred to at the link: https://tools.ietf.org/html/rfc1855;

(v) use, for access to the Cortex Platform, MFA through third-party Authenticator.

(vi) provide CloudFire with all the information necessary to allow it to correctly and completely fulfill its obligations under this Agreement, as well as to immediately communicate any related changes;

(vii) promptly communicate to CloudFire the information necessary for the activation and provision of the Service such as, by way of example and not limited to, parameters, instructions, procedures, technical specifications;

(viii) promptly inform CloudFire of any dispute, claim, claim or proceeding brought by third parties in connection with the Services of which the Contracting Party becomes aware;

(ix) ensure that the provisions of the Contract are respected by the employees and/or collaborators of the Contracting Party, for whose actions the latter will remain solely responsible, also pursuant to art. 1381 of the Italian Civil Code;

(x) for Resellers, provide in contracts concluded with End Users, mutatis mutandis, provisions no less restrictive than those present in the General Conditions, including 4 (third-party products and services), 6 (Activation, suspension and interruption of the service), 8 (Obligations and liability of the Contracting Party), 11 (Limitations of CloudFire's liability), 13 (intellectual property), 19 (Personal data processing), 21 (Prohibition of assignment), 22 (Force majeure), 23, (System Log), 24 (Faculty of sub-contracting/sub-custody) those present in the Special and/or Supplementary Contract Conditions, Policy for the Use of the Services and related Commercial Offers, in the Service Cards, Third Party Terms and additional conditions for the provision of Services by CloudFire suppliers and Partners. The Reseller must also ensure that the End User complies with all applicable provisions mentioned above. The Reseller must hold CloudFire harmless from all damages, claims, liabilities and/or charges, direct or indirect and including reasonable legal fees, that may result from CloudFire itself as a result of the activities carried out by the End User and/or the violation by the End User of the provisions of the contract concluded with the Reseller;

(xi) for Resellers, freely determine the fees due by End Users with respect to the Services, taking care in any case not to damage CloudFire's commercial policy and always in compliance with the General Conditions, special and supplementary contract conditions, Use Policy, Service Cards, SLA, Third Party Terms and additional attachments;

(xii) not to export or re-export, directly or indirectly, the Services or any other product or service provided by CloudFire: (i) without the authorization required under the laws and/or regulations of the states to which they are intended; (ii) in those states for which sanctions are imposed following resolutions of the United Nations Security Council, for as long as such resolutions are valid and effective;

(iii) provide, during registration on the Cortex Platform, the requested personal data, ensuring their accuracy, and make any necessary updates in case of modification or variation of the same. CloudFire is not responsible for any incorrect data provided by the Contracting Party;

(xiv) keep active, for the entire duration of the Contract, insurance coverage with a primary insurance company for civil liability for damages to third parties, both direct and indirect, with appropriate ceilings;

(xv) do not copy all or part of the software programs included in the Service both in printed form and in machine-readable form.

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8.2. With reference to any hardware components granted by CloudFire on loan for use, rental, or at the disposal of the Contracting Party, the latter also undertakes to (i) use them in accordance with their intended use and in accordance with any existing security policies, (ii) return them promptly and, in any case, within 15 (fifteen) days, to CloudFire at the end of their use or, in any case, in the event of the termination of the effectiveness of the Contract, (iii) keep them and keep them carefully, together with all the material relevant to them, for the entire duration of the Contract, and to (iv) not to alter, modify, transform, tamper with and/or perform interventions of any nature, directly or indirectly, on the hardware and not to remove any identifying marks placed on it by CloudFire. The Contracting Party also has the obligation to compensate CloudFire, upon a simple written request, following any total or partial damage or loss of the loaned assets or material relevant to them, even if caused by third parties, as well as to reimburse any additional expenses incurred by CloudFire, for the restoration of the same, except in cases of force majeure, to be proven by the Contracting Party. With regard to any hardware components that may be delivered to CloudFire as part of the execution of the Contract and owned by the Contracting Party (or lawfully held by them for any reason), please refer to paragraph 18.3.

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8.3. If, as part of the provision of the Services, it is necessary to install or use Products/Equipment/Services owned by third parties, the Reseller guarantees now by then that it has obtained a mandate from the End User in favor of CloudFire so that it can validly carry out everything necessary in the name and on behalf of the End User, authorizing CloudFire to negotiate and sign (even through online acceptance) the necessary license agreements. In the case of the use of Products/Appliances/Services owned by third parties, even if this happened through CloudFire, the Reseller, for himself and/or on behalf of the End User who allowed him to use the Services, acknowledges having read and accepted the provisions and terms of the Products/Equipment owned by third parties (by way of example and not exhaustive: End User License Agreement, Services Provider Use Rights, Product Terms) and undertakes to use the Products according to these provisions and exclusively on his own internal use. The Reseller declares to be aware of the fact that the licenses relating to the Products and Equipment as well as Services covered by copyright and/or copyright, owned by third parties, even if provided through CloudFire, exist directly between the End User and the third party owner of the rights to the Products, thus excluding any and all liability of CloudFire for any illegal conduct of the End User.

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8.4. If required, CloudFire, upon activation of the Service, will allow the User to generate an encryption key (private key) necessary for the encryption of the data subject to the Service. The User is solely responsible for keeping the above-mentioned private key, since CloudFire is not aware of the code that generated this key. In the event of the loss of the private key, CloudFire cannot under any circumstances be held responsible and therefore the Contracting Party will relieve and hold CloudFire harmless from any request for action, however made, even by third parties, as compensation for damages.

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8.5. The Contracting Party declares to be aware that communication to third parties or, in any case, knowledge by third parties of the Access Credentials would allow them unauthorized access to the Cloud Infrastructure, Virtual Machines (and to the information and data stored there) and the unauthorized use of the Services. The Contracting Party undertakes not to disclose, directly or indirectly, even through its own personal, password and/or login and/or in any case Access Credentials. In any case, the Contracting Party will be held solely responsible for any access and/or use, authorized or not, of the Cloud Infrastructure, Virtual Machines and Products through the Access Credentials. The Contracting Party undertakes to keep the Access Credentials with the utmost diligence, to keep them confidential, not to transfer them to third parties and to ensure that they are used only by persons authorized by him. CloudFire cannot be held responsible for any damage, expense, cost and/or burden that CloudFire and/or the Contracting Party and/or third parties may suffer or bear as a result of the Contracting Party's failure to comply with the provisions of this paragraph.

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8.6. In any case, the Contracting Party undertakes to notify CloudFire without delay of any loss, loss or theft of the Access Credentials. Furthermore, the Contracting Party is aware that access to the Cortex Platform, as well as to the data and information of the End Users present therein (e.g. orders, economic values, active services, etc.) takes place under its sole responsibility, and therefore any possible liability of CloudFire is excluded in this regard.

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8.7. The Contracting Party acknowledges that the Products and/or Services may contain and/or require the use of so-called open source software and undertakes to observe the terms and conditions specifically applicable to them. Where necessary, these conditions will be made suitably known to the Contracting Party by CloudFire.

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8.8. The Contracting Party also acknowledges that the Products/Services may be provided in “Beta” mode where specified.

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8.9. The Contracting Party expressly undertakes to respect and to make its customers End Users respect the provisions of EC Regulation no. 428/2009 and of Reg. EU 2016/679, Legislative Decree no. 96/2003, Legislative Decree 101/2018 and subsequent amendments, regarding the export of “dual-use” products.

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8.10. The Contracting Party expressly authorizes CloudFire to include its company name in the lists drawn up by the latter in order to be identified as a CloudFire Customer and/or Reseller and for possible use in the context of case histories and/or references.

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8.11. The Contracting Party guarantees that it meets all legal requirements for the use of the Services and undertakes, to allow for the fastest completion of the Contract, to promptly resolve any problems that may hinder or delay the provision of the Services. In addition, the Contracting Party guarantees (i) that it owns the equipment necessary to use the Services or, in any case, to have the legitimate possession of them and to be able to use them for the purposes of the Contract; (ii) that it has the legitimate availability of the data, information and content that it will upload to the infrastructures or use through them as part of the Services; and (iii) that it is in possession of all the licenses, authorizations and certifications for carrying out its business (of which it fully assumes the economic obligations for the their maintenance/renewal) and that the conclusion and execution of this Agreement does not violate these licenses, authorizations and certifications; the Contracting Party, therefore, will hold CloudFire harmless and harmless from any third-party claims in the event of a violation of licenses, authorizations and certifications.

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8.12. If the Services provided with the conclusion of this Agreement also include the sale of hardware products by CloudFire, the Parties hereby agree that the following provisions will also apply:

(i) The Contracting Party declares to be solely responsible for the choice of the said hardware and to have been informed of the related technical and functional characteristics and to have found them suited to its needs;

(ii) the delivery of the products must be carried out by CloudFire to the address stated by the Contracting Party in the Order. With the delivery of the goods to the agreed address, CloudFire will be freed from any and all liability for the goods themselves (by way of example but not limited to: loss of goods, destruction of assets, damage to assets caused by poor placement, damage of assets to third parties);

(iii) CloudFire guarantees the functionality of the goods delivered only and exclusively for the product warranty period as indicated by the relevant manufacturer; in the event that they do not work properly, it undertakes to replace them within 3 (three) days from the moment that CloudFire will have the goods to be replaced available, unless the damage or disservices are caused by way of example but not limited to: improper use of the equipment; neglect, negligence or intent of the users of the equipment (employees, ancillaries, customers or third parties); oversupply or undersupply of energy; abnormal operating conditions determined by intentional overloads or similar experiments and causes; natural disasters or causes of force majeure; theft. Any further liability of CloudFire to the Contracting Party or third parties (from whose claims the Contracting Party undertakes to hold CloudFire harmless) for the case of incorrect functioning of the goods delivered is excluded;

(iv) in the event that the payment of the goods delivered takes place in installments, that the ownership of the goods themselves will be transferred to the Contracting Party with the payment of the last installment;

(v) in any case and except as provided for in this paragraph, the limitations of liability set out in Article 11 apply to the sale of hardware.

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8.13. Provide all information and documents necessary for CloudFire to fulfill its legal obligations related to the provision of the Services, such as registration in the Register of Communication Operators, mandatory for the resale of telecommunications lines.

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8.14. The use of the Service provided by and with other infrastructures, both domestic and foreign, is subject to the limitations and responsibilities established by each manager or international operator that provides the Service itself, in accordance with the legislation in force in the individual host States called managers/operators, the applicable international legislation on the subject, as well as the regulations for the use of the infrastructures concerned.

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8.15. The relationships between CloudFire and the Contracting Party covered by these General Conditions cannot be interpreted as corporate, association and/or collaboration relationships, nor can each of the Parties be considered an agent or representative of the other. The Contracting Party is expressly prohibited from qualifying as an agent, collaborator or representative of CloudFire.

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8.16. The Contracting Party is always required to immediately notify CloudFire of the request for interventions on its Appliances/Products, terminals and/or software for the proper provision of the Service. Any damage caused to equipment owned by CloudFire but available to the Contracting Party for another reason, or to the Cortex Platform, caused as a result of the lack of timely communication, will be considered the sole responsibility of the Contracting Party. Therefore, in such cases, if such damages result in malfunctions or interruptions in the provision of the Service, CloudFire cannot be held responsible for them.

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8.17. The Contracting Party is aware that CloudFire cannot exercise control over the contents of the information and/or data that pass through the network, on the Cortex Platform and possibly stored at its Data Centers, also due to the encryption applied at the origin by the Contracting Party. Therefore, CloudFire is not responsible for content of any nature that has been sent/received by the Contracting Party and/or entered or stored on the infrastructures made available with the Service.

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8.18. If the Service requires the Contracting Party to independently remotely enter and/or update the data and/or information entered in the Platform at its disposal, the Contracting Party acknowledges and accepts that CloudFire does not and could not carry out any control over such data and/or information. Therefore, the Contracting Party undertakes to adopt all the security measures necessary to protect the data and/or information entered on the Platform and to comply independently and directly with all regulatory provisions regarding the protection of personal data.

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8.19. The Contracting Party recognizes that it is the sole and exclusive responsible for the activities carried out in relation to the Services directly or indirectly referable to it and, in particular, that it is the sole and exclusive responsible for the data and, in general, for the contents inserted, published, disseminated and transmitted on or through the Services. It is also the sole responsibility of the Contracting Party to upload, download, delete, register and manage data and information as part of the Services. CloudFire has no obligation to monitor and verify the contents and data entered, disseminated, transmitted and/or conveyed through the Services and the Cloud Infrastructure and, therefore, cannot in any way be held responsible for damages and/or losses, direct or indirect and of any nature, deriving from errors and/or omissions of such data or related to their nature and/or characteristics. CloudFire also excludes any liability for the transmission or reception of illegal information of any kind and nature. The Contracting Party acknowledges, however, that CloudFire is in any case required to inform the competent Authorities without delay if it becomes aware of alleged illegal activities or information and to promptly provide the same Authorities with everything in its possession that is useful for identifying illegitimate behavior and its managers. The Contracting Party therefore undertakes to hold CloudFire harmless from any direct or indirect damage, claim, liability and/or burden, including reasonable legal fees, that CloudFire may suffer or bear as a result of the use of the Services subject to the Contract or the information and content inserted, published, disseminated and transmitted on or through the Services.

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8.20. CloudFire reserves the right to immediately suspend the Service if, at its sole discretion or through the notification of a third party, it believes that the Contracting Party is carrying out activities in violation of the obligations set out in this article. In this case, the Contracting Party, following notification also via e-mail by CloudFire, must immediately eliminate the causes of the dispute or provide appropriate documentation proving full compliance with the current legislation of the activity carried out by him. If there is no immediate response, CloudFire will have the right to immediately terminate the contract, without prejudice to the right to full payment of the consideration and the right of CloudFire to act for full compensation for any damages suffered.

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8.21. The Contracting Party agrees to release and hold CloudFire, its managers and employees harmless from any claim of damage or dispute that may be brought against them by third parties, including End Users, due to the use of the Services, as well as in the event of their malfunctions.

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8.22. No oral or written information, provided by CloudFire, its managers or employees or its collaborators or agents, even through advertising and promotional materials, may create a new warranty or in any way alter the provisions of this article, and CloudFire will not be responsible in any way for the reliance placed on such information

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9. Cancellation ban

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9.1. For the full effectiveness of this Agreement and for the period of 2 (two) years following its termination, for whatever reason, the Contracting Party undertakes not to hire, nor to solicit recruitment, nor to establish collaborative relationships, for any reason, including consultancy, with any employee and/or collaborator of CloudFire.

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9.2. In the event of a violation of the provisions of the previous paragraph, without prejudice to CloudFire's right to terminate the Contract in accordance with the provisions of paragraph 17.1, the Contracting Party must pay CloudFire, as a penalty pursuant to art. 1382 of the Italian Civil Code, for each violation, a sum equal to 24 (twenty-four) times the gross monthly wage and/or the monthly gross compensation of the employee/collaborator concerned, without prejudice to CloudFire's right to act for compensation for any greater damage suffered. The Contracting Party declares that it considers the above-mentioned penalty to be appropriate and renounces as of now any action, claim or request aimed at obtaining the reduction of the above-mentioned penalty pursuant to art. 1384 of the Italian Civil Code

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9.3. The Contracting Party is prohibited from engaging in behavior, both directly and indirectly, active and/or omissive, illegitimate, illegal and irresponsible, as well as defamatory and libelous, even through websites, social profiles and with third parties, that may in any way cause harm to CloudFire as a Company as well as to the people who work in and with CloudFire, such as employees, collaborators, suppliers, customers, partners. It is also forbidden for the Contracting Party to acquire information and/or business secrets and/or information relating to business know-how from personnel in force at CloudFire and/or who were in force at CloudFire. The assumption of such behavior will result in an immediate termination of this contract, with a claim for compensation for all damages suffered and suffered by CloudFire, whether of a pecuniary or non-pecuniary nature, of image and/or reputational nature, in addition to any other additional reservation to act in criminal proceedings if the above-mentioned behaviors are attributable to criminal offences.

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10 Fees, adjustments and changes

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10.1. The Contracting Party recognizes to CloudFire, for the services covered by the Contract, the Economic Consideration determined in the Commercial Offer and/or in the “Cost Summary” section that can be consulted directly on the Cortex Platform, in the manner and timing provided for therein (“Fees”).

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10.2. The Contracting Party undertakes to pay, for each Service subject to each Order from time to time accepted by CloudFire, the fees indicated in the Order, in the manner and timing provided therein (“Fees”).

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10.3. All Fees are shown in the Order net of VAT, which will be applied based on the rate determined in accordance with current legislation.

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10.4. The consideration may consist of the following items of expenditure:

(i) one-time contribution for the installation, configuration and start-up of the Service;

(ii) monthly fee for the provision of the Service;

(iii) any amounts for the use of services provided in “For consumption” mode;

(iv) any fees for the use of Custom Services;

(v) one-time contribution in case of renting Equipment/Products;

(vi) periodic fee in case of renting Equipment/Products;

(vii) one-time contribution in case of sale of Appliances/Products;

(viii) amount for the sale of Equipments/Products with payment of the price in a single solution;

(ix) contribution for possible takeovers, removals;

(x) adjusted fees due for changes in the configuration of the Service during the billing period;

(xi) fees for Assistance, Professional Service and Maintenance;

(xii) fee for the intervention of CloudFire technicians at the Contracting Party's premises.

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10.5. Any fees and contributions relating to services related to the Service and fixed by a decision of the competent Authorities will be considered as fees calculated and applied based on the relevant tariff provisions in force at the time of invoicing.

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10.6. The Reseller who does not reach the minimum contractual threshold, where applicable, will still be invoiced the expected amount until the agreed minimum threshold is reached.

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10.7. CloudFire reserves the right to change the economic and technical conditions set out in the Order and to determine the new fee due for the Service. The Contracting Party is required to regularly check for updates published by CloudFire. If the Contracting Party does not accept these changes, they may exercise their right of withdrawal by sending communication to CloudFire by registered letter with return receipt, certified email or through the Cortex Platform, without any burden or responsibility on the part of CloudFire, within 30 (thirty) days from the date of publication of the updated conditions on the Cortex Platform, or, if communicated in another way, from the date of receipt of the communication itself.

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10.8. The Contracting Party also acknowledges that, in the event that, as part of the provision of the Services, it is necessary to install or use Products owned by third parties, the related fees due to CloudFire will be automatically adjusted in the event of a change in the price lists applied by these third-party suppliers.

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10.9. At each renewal, the Fees will be automatically adjusted to the extent of any increasing change in the consumer price index ascertained by ISTAT for families of workers and employees (or, failing that, of the index used for the adjustment of rents for urban real estate leases) that occurred compared to the month in which the General Conditions were signed. Failure to adapt to one or more renewals does not preclude adjustment to the renewal or to subsequent renewals.

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10.10. The Contracting Party acknowledges that the Products and Services are subject, by their very nature, to a constant technological and regulatory evolution that requires continuous and onerous updating, development and, in some cases, replacement activities, necessary in order to guarantee their functionality. Because of the foregoing, CloudFire will have the right to modify the Fees even to a greater extent than the ISTAT index in the manner set out in article 26 below. The Contracting Party also acknowledges that, in the event that, as part of the provision of the Services, it is necessary to install or use Products owned by third parties, the related fees due to CloudFire will be automatically adjusted in the event of a change in the price lists applied by these third-party suppliers.

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11. Limitations of CloudFire's liability

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11.1. CloudFire cannot be held responsible for damages, direct or indirect, of any nature and entity, that may result from the Contracting Party and/or third parties (including End Users), from whose claims the Contracting Party undertakes to hold CloudFire harmless, as a result of: (i) the use of the Services in a manner that does not comply with the provisions of this Agreement, technical specifications and/or applicable legislation; (ii) of interventions carried out by the Contracting Party and/or third parties on the End User's computer systems from whom may result, even if only partially, malfunctions and/or delays in the provision of the Services; (iii) of any malfunctions and/or lack of use of the Services that derive from inadequate connectivity with respect to the related technical characteristics; and/or (iv) from the installation and/or use on the Cloud Infrastructure of software owned by third parties in a manner that does not comply with the relevant license conditions; (v) of interruptions, disruptions or malfunctions of the Services provided due to the failure or late supply by the Party Contractor of the requested information, or the provision of untrue information; (vi) of the suspension or interruption of the Services, due to their operational defects or delays in delivery, destruction, loss, theft, damage, deterioration, total or partial of the contents present in the Infrastructure or in media owned or available by the Contracting Party or CloudFire or third parties, if such damages depend on the facts of the Contracting Party or third parties, by unforeseeable circumstances or force majeure.

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11.2. With the exception of the case in which CloudFire provides Managed Cloud Services and the related interventions are exclusively delegated to CloudFire, CloudFire cannot be held responsible for damages, direct or indirect, of any nature and entity, that may arise to the Contracting Party and/or to third parties as a result of interventions by anyone carried out on Virtual Machines, Cloud Infrastructure, platforms and/or storage/backup space provided by CloudFire as part of the Services.

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11.3.CloudFire is not responsible for any malfunctions, defaults, or defects related to Third-Party Products and Services. In such cases, the Contracting Party is required to refer exclusively to the terms and conditions of the third-party supplier.

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11.4. The Contracting Party acknowledges and accepts that the Services are provided “as is” and that CloudFire makes no express or implied statements and/or guarantees that the Services are suitable to meet the needs of the Contracting Party and/or the End User, or that they have features or functionality not provided for in the technical specifications or related documentation. The Parties also agree that the obligations assumed by CloudFire under this Agreement are obligations of a half and not of result.

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11.5. The Contracting Party recognizes that it is the sole and exclusive responsible for the activities carried out in relation to the Services directly or indirectly referable to it and, in particular, that it is the sole and exclusive responsible for the data and, in general, for the contents inserted, published, disseminated and transmitted on or through the Services. It is also the sole responsibility of the Contracting Party to upload, download, delete, register and manage data and information as part of the Services. CloudFire has no obligation to monitor and verify the contents and data entered, disseminated, transmitted and/or conveyed through the Services and the Cloud Infrastructure and, therefore, cannot in any way be held responsible for damages and/or losses, direct or indirect and of any nature, deriving from errors and/or omissions of such data or related to their nature and/or characteristics. CloudFire also excludes any liability for the transmission or reception of illegal information of any kind and nature. The Contracting Party acknowledges, however, that CloudFire is in any case required to inform the competent Authorities without delay if it becomes aware of alleged illegal activities or information and to promptly provide the same Authorities with everything in its possession that is useful for identifying illegitimate behavior and its managers. The Contracting Party therefore undertakes to hold CloudFire harmless from any direct or indirect damage, claim, liability and/or burden, including reasonable legal fees, that CloudFire may suffer or bear as a result of the use of the Services subject to the Contract or the information and content inserted, published, disseminated and transmitted on or through the Services.

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11.6. Although the Parties mutually acknowledge that CloudFire adopts cutting-edge measures to protect the Contracting Party, the End User and related data, CloudFire does not guarantee that the solutions adopted by it as part of the Services are able to detect or prevent harmful or dangerous events caused by malicious behavior of third parties (by way of example and not limited to: viruses, attempts at intrusions, unwanted messages). Therefore, without prejudice to the mandatory legal limits in cases of intent or gross negligence, CloudFire cannot be held responsible for any damage (direct or indirect), cost, loss and/or expense that the Contracting Party and/or each End User and/or third parties may suffer as a result of computer attacks, hacking activities and, in general, abusive and unauthorized access by third parties to the Services and, in general, to the computer systems of the Contracting Party and/or End User.

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11.7. Without prejudice to the provisions of art. 1229 of the Italian Civil Code, CloudFire's liability can never exceed 50% (fifty percent) of the annual Fees provided for the provision of the Services to which the liability relates. CloudFire cannot be held responsible for any loss of profit, loss of income or indirect damage, loss or damage to data, factory shutdown, loss of business opportunities or other benefits, payment of penalties, delays or other liability of the Contracting Party to third parties. The Contracting Party must contest, by registered letter with return receipt or certified email, the damage attributable to CloudFire's malicious or seriously negligent behavior no later than the expiry period of 15 (fifteen) days from the occurrence of the damage itself; the written complaint of the damage must be

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12. Manleva

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12.1. Notwithstanding the additional hypotheses of default provided for in the Contract, the Contracting Party undertakes to release and hold CloudFire harmless up to the limit of Euro 5,000,000 (five million) for each event, from any direct or indirect damage, claim, liability and/or burden, including reasonable legal expenses, that CloudFire may suffer or bear as a result of the default, by the Contracting Party and/or the End User, even of only one of the obligations set out in the following paragraphs: 4 (third-party products and services), 8 (Obligations and liability of the contracting party), 9 (Prohibition of cancellation), 11 (Limitations of CloudFire's liability), 15 (Effective date, duration and termination of the contract), 19 (Personal data processing), 21 (Prohibition of transfer) and 26 (Unilateral changes).

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13. Intellectual Property

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13.1. The Contracting Party acknowledges and recognizes that all Intellectual Property Rights, including and without limitation the rights of economic exploitation, on the Services, on the Products, on the Virtual Machines, on the Cloud Infrastructure, on Updates and Developments, as well as on the related advertising material, on the guides, on the user manuals and in general on the documentation relating to the Services are and remain, in whole and in part and everywhere in the world, the exclusive property of CloudFire and/or its third party owners. In the same way, all Intellectual Property Rights that may arise as part of the provision of the Services will be, as the case may be, the exclusive property of CloudFire. The Contracting Party undertakes not to contest the ownership and validity of CloudFire's Intellectual Property Rights.

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13.2. In addition, all rights to the CloudFire Trademarks remain with CloudFire and/or its third party owners. Therefore, the Contracting Party may not use them in any way without the prior written authorization of CloudFire and/or the third party owner.

CloudFire, on the other hand, grants the Reseller a non-exclusive, non-transferable, non-sub-licensable license, temporarily limited to the duration of the Agreement, of the CloudFire Brands for the sole and exclusive purpose of allowing the Reseller to promote and advertise the CloudFire Services.

Any use of the Trademark or other identifying elements of CloudFire by the Reseller must be subject to the prior written approval of CloudFire. This approval is necessary to ensure compliance with quality standards and corporate image. Unauthorized use or not in accordance with the brand's quality standards, for example in low-quality materials or with grainy images, is expressly prohibited. In the absence of express authorization, any use is to be considered prohibited.

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13.3. However, it is understood between the Parties that the Reseller may carry out promotional and advertising activities for the Services at their sole expense and clearly and visibly indicating the CloudFire Brands, together with the website www.cloudfire.it.

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13.4. The Contracting Party grants CloudFire a license to use its brand, logo and, in general, distinctive sign for the purpose of allowing CloudFire to use them as part of case histories, its promotional and advertising activities for the Services, as well as to include the Contracting Party in its Customer/Reseller lists.

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13.5. The Contracting Party undertakes, also pursuant to art. 1381 c.c. for each of its employees and/or collaborators and/or each End User, to use the Services within the strict limits of the License, in compliance with the laws and the Intellectual Property rights of CloudFire or third parties. Therefore, by way of example and not exhaustive, the Contracting Party undertakes to: (i) not circumvent the technical limitations and technological protection measures present in the Products, Virtual Machines, Cloud Infrastructure, Updates and Developments; (ii) not to reverse engineer, decompile or disassemble (or allow the decoding, decompilation or disassembly of) the Products, Virtual Machines, and Updates and Developments, unless such activities are strictly permitted by law and, in any case, within the limits of these forecasts; (iii) do not make copies of the Products and/or Updates and Developments without the mandatory legal limits and/or express authorization of the Provider; (iv) do not publish the Products and/or Updates and Developments and do not share them, in whole and in part, even through the network, with unauthorized third parties; (v) do not use the Services, Virtual Machines, Products, Cloud Infrastructure and/or Updates and Developments contrary to law; (vi) do not use the Cloud Infrastructure beyond dimensional and operational limits possibly specified in the Order.

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13.6. It is forbidden to use the Services and/or Products and/or Virtual Machines in order to deposit, store, send, publish, transmit and/or share data, applications or computer documents that:

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(i) are contrary to or violate the Intellectual Property rights owned by CloudFire and/or third parties;

(ii) have discriminatory, defamatory, libelous or threatening content;

(iii) contain pornographic, child pornographic, obscene or otherwise contrary to public morals;

(iv) contain viruses, worms, Trojan horses or, in any case, other computer elements of contamination or destruction;

(v) constitute spamming, phishing and/or similar activities;

(vi) are in any case contrary to the applicable regulatory and/or regulatory provisions.

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13.7. The Contracting Party guarantees that all information and its contents, such as, but not limited to, texts, data, news, distinctive signs, images, sounds as well as the intellectual and industrial property rights held by it on the said information, do not involve a violation of the rights of third parties, both in Italy and abroad, as the Contracting Party itself is the exclusive owner or licensee of the above-mentioned privacy rights. The Contracting Party also guarantees that the above-mentioned information, contained and/or processed in the systems made available by CloudFire as part of the Service, is in its legitimate availability. The Contracting Party maintains ownership of the above-mentioned information, assuming all the greatest responsibility for the content of the same and for any violations of intellectual and/or industrial property rights and other injuries of the rights of others, relieving and holding CloudFire harmless from any obligation and/or burden of assessment and/or control in this regard. Therefore, any liability of CloudFire is expressly excluded in the event of publication and/or dissemination of the above information through the equipment made available to the Contracting Party. The Contracting Party will also release and hold CloudFire harmless, both extrajudicially and judicially, from legal claims, liabilities, losses and damages claimed by any person, both physical (including the personnel of the Contracting Party) and legal, that are addressed to it anywhere in the world following legitimate claims of violation of copyrights, trademarks and/or Italian or foreign patents owned by the Contracting Party.

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14. Billing, payment methods and terms, recourse

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14.1. The Service, with the exception of the Appliances/Products where provided, may include “Subscription” costs both in pay-per-allocation or “consumption-based” pay-per-use mode. The fees in “Subscription” will make available a basic perimeter of resources whose fees will be invoiced, later than the reference period, regardless of the actual use of these resources by the Contracting Party. The “Consumption” mode will make available resources whose fees will be invoiced in the final balance due to the actual use of the resources by the Contracting Party and the unit cost indicated in the Order. These amounts will be invoiced at the end of the contractually stipulated reference period. The provisions of the Order may be subject to price changes, even after the subscription of the Commercial Offer or the activation of the Service on the Cortex Platform, if CloudFire is subject to an increase in prices by its Suppliers.

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14.2. Unless otherwise provided in the Order, the billing of the fees will start from the date of activation from the Cortex Platform or the date of receipt of the email confirming the activation of the Service.

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14.3. Unless otherwise provided in the Order, CloudFire will issue invoices for the fees due for the Service on a monthly basis and in any case in compliance with what is indicated in the Order. Invoices and communications relating to the Contract will be sent to the destinations and/or email addresses indicated during registration on the Cortex Platform. Invoices and/or communications sent both electronically and on paper will be understood as received on the date of their submission.

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14.4. Unless otherwise provided in the Order, the Contracting Party will pay CloudFire the amounts due within the payment terms indicated in the invoice.

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14.5. In the event of late or non-payment of invoices, CloudFire has the right to apply legal default interest on the amount not paid or paid late as defined by Legislative Decree no. 231 of 9 October 2002 and subsequent amendments. In case of non-payment of invoices within the terms indicated, the Contracting Party will automatically forfeit the benefit of the term and CloudFire reserves the right to suspend the Service and/or to terminate the Contract, pursuant to and for the purposes of Article 1456 C.C. without further notice. Notwithstanding the provisions of Article 18.5, the termination of the Contract involves the Contracting Party's obligation to pay the fees provided for the Service, including legal default interest.

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14.6. Any amounts due by the Contracting Party based on the provisions of Article 14.5, will be charged to the Contracting Party by issuing a special invoice or in subsequent invoices by CloudFire (amount out of field VAT ex Presidential Decree no. 633 of October 26, 1972 and subsequent amendments).

14.7. In order to ensure full compliance with the obligations assumed against CloudFire, the Contracting Party, the holder of several contracts, authorizes CloudFire to claim the outstanding amounts related to this Agreement, on any other contract in force between the Contracting Party, and CloudFire also relating to products governed by these General Conditions and/or relating to products/services governed by other general conditions; for this purpose, the Contracting Party also consents to any compensation by CloudFire between the outstanding ones of the Contracting Party referred to in this Agreement and any claims of the Contracting Party against CloudFire related to any other contract between them in force.

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14.8. It is forbidden to transfer any credits accrued to CloudFire prior to the compensation referred to in art. 1243 of the Civil Code of all debts subject to uncontested invoices issued in execution of this Agreement or others in force between the Parties.

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14.9. In the event that the Contracting Party is configured as a subject falling within the scope of application of art. 3 of the law of 13 August 2010, n. 136, it is understood that:

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(i) CloudFire assumes the obligations, provided for therein, for the traceability of financial flows, applicable to the services covered by this Agreement;

(ii) this Agreement is terminated in all cases in which the transactions relating to it are carried out in a manner other than those provided for by the above-mentioned rule for the services covered by this Agreement.

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14.10. The Contracting Party acknowledges and accepts that for the purpose of using SEPA direct debit schemes, the classification of the Contracting Party/Holder of the current account on which the payment is domiciled as carried out by the Payment Service Provider (hereinafter “PSP”) will prevail, according to the provisions of Legislative Decree 11/2010. Based on the above classification, two different SEPA direct debit schemes will apply, as an alternative: for debtors classified as' consumer 'or 'non-consumer'. The Customer/Bank Account Holder is aware of the need to verify the classification assigned to them by their PSP and to verify with the same the operating profiles and rules of the SEPA charging scheme used. The classification of the debtor customer carried out by the PSP may not coincide with the commercial classification resulting from CloudFire at the time of collection of the domiciliation; therefore, the Contracting Party accepts as of now any consequence deriving from the different classification carried out by the PSP. To finalize the direct debit procedure, in the event of a possible mismatch between CloudFire's commercial classification and that of the PSP, the Customer authorizes CloudFire to re-propose to the PSP the debit mandate according to the SEPA scheme consistent with the classification carried out by the PSP itself.

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14.11. The Contracting Party renounces proposing exceptions without having previously fulfilled its payment obligations pursuant to this Article 14.

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15. Effective date, duration and termination of the contract

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15.1. Without prejudice to the provision of a different Minimum Term in the Order, the Contract will last twelve (12) months starting from the date of CloudFire's acceptance of the Commercial Offer, or the activation of the Service carried out through the Cortex Platform by the User, meaning the date of activation of the Service. Upon expiry, the Contract will be automatically renewed for subsequent periods of 1 (one) year each, unless canceled at least 3 (three) months in advance of the deadline due time by time.

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15.2. Withdrawal will not be possible during the Minimum Duration period provided for in the Order of the individual services. If the contract is terminated during this period, the Contracting Party will be required to recognize CloudFire, as consideration for the withdrawal, an amount equal to the sum of the amounts due until the Minimum Duration is reached.

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15.3. The change, i.e. the subscription of a new Partnership Level, where present, will start the Minimum Annual Duration again.

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15.4. In case of late payment of the amounts due, CloudFire will send weekly payment reminders. Upon sending the fourth payment reminder, CloudFire will notify the Contracting Party of the termination of the contract for the cancellation of the data and, if the Contracting Party has not deleted its data and information, CloudFire will delete the data still present on the servers and any other resource connected to the service, as well as the billing of the fees accrued during the default period pursuant to the following art. 18 of these General Conditions., declining any related liability. to the cancellation of the above-mentioned data and information, due to negligence and/or inactivity of the Contracting Party.

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15.5. The Contracting Party's obligation to pay CloudFire the accrued accrued accrued up to the date of termination of the Service to CloudFire in all cases of withdrawal governed by this Article 15 remains unaffected.

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15.6. CloudFire may withdraw from the Contract at any time, by registered letter with return receipt or certified email, with immediate effect from the date of receipt by the Contracting Party of the communication, in the event of a declaration of bankruptcy by the Contracting Party or in the event of its submission to insolvency proceedings. The Contracting Party will be required to pay CloudFire the fees due in relation to the Service up to the effective date of the withdrawal.

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15.7. CloudFire reserves the right to withdraw from this Agreement (even partially, with respect to one or more Services):

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(i) at any time, with written notice to the Contracting Party of at least 30 (thirty) days;

(ii) by simple written communication with immediate effect if the Contracting Party has received from CloudFire a warning to fulfill under any existing contract between the Contracting Party and CloudFire and has been in default for more than 30 (thirty) days from the receipt of said notice. However, CloudFire's right to obtain compensation for all damages suffered is without prejudice.

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15.8. It is understood between the Parties that, in the event of exercising the right to withdraw from the Contract, the obligation for the Contracting Party to pay the Fees referred to in Article 10 accrued up to that moment remains unaffected.

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15.9. Notwithstanding the foregoing, and unless the withdrawal has been exercised pursuant to paragraph 15.7 (ii), CloudFire undertakes in any case to give correct and timely execution to the Orders regularly accepted before the effective date of the withdrawal.

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16. Confidentiality

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16.1. The Contracting Party is strictly prohibited from any form of communication and/or disclosure or in any case of use, even through an intermediary person and/or entity, of any news, information and documentation, however, learned and/or obtained as part of or during the execution of this Agreement, except: (i) as strictly necessary to give full, correct and timely execution of the Contract, and/or (ii) express written authorization from CloudFire, and/or (iii) the Contracting Party is obliged to do so by law and/or by order of the authority administrative and/or judicial, provided that the request by such authority is notified without delay in writing to the Customer before executing the order received, so that CloudFire can identify and implement the measures it deems most appropriate to maintain the confidentiality of the confidential information, possibly requesting its secrecy. Such notification must include, without limitation, the identification of the information to be disclosed and a copy of the Order. In any case, the Contracting Party must disclose only the information strictly necessary to fulfill the obligations imposed on it and will take all appropriate measures to limit the further disclosure of the information in question by the said authority, it being understood that the obligations of secrecy under this Agreement for such information will not be diminished.

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16.2. The confidentiality provisions set out in this Agreement will remain valid and effective even after the termination of the effectiveness of the Contract itself, for whatever reason, until the information subject to these obligations becomes public or publicly available for a fact other than the Contracting Party's failure to comply with the provisions of this article 16.

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17. Express termination clause

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17.1. Without prejudice to compensation for damages, CloudFire reserves the right to terminate the Contract pursuant to art. 1456 of the Italian Civil Code following a simple written communication by certified email or registered letter with return receipt in case of non-compliance by the Contracting Party with even one of the provisions set out in the Policy for the Use of CloudFire Services, Service Cards, Third Party Terms, or even just one of the following provisions of the General Conditions: 8 (Obligations and liability of the contracting party), 9 (Prohibition cancellation), 10 (Fees, adjustments and changes), 15 (Effective date, duration and withdrawal of the contract), 17 (Express termination clause), 18 (Consequences of the termination of the contract), 19 (Personal data processing), 21 (Prohibition of transfer), 22 (Force majeure) and 26 (Unilateral changes).

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18. Consequences of the termination of the contract

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18.1. Upon termination of the effectiveness of the Contract, for whatever reason, the Contracting Party must (i) immediately cease the resale and promotion of the Services, (ii) return to CloudFire all CloudFire advertising material and/or any manual relating to the Services that may be held for the purposes of the Contract, (iii) remove from all its advertising and communication channels any reference to CloudFire and the Services, and (iv) return all confidential information owned by CloudFire or, to the extent that the It is not possible to return them, to destroy and permanently eliminate them, confirming in writing to CloudFire under its own responsibility the destruction has taken place.

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18.2. Notwithstanding the provisions of paragraph 18.1, following the termination of the Contract, for whatever reason, the Contracting Party and/or the End User will have the right to carry out, at their own expense, the recovery and/or cancellation of their data, documents and/or contents for a period of 15 (fifteen) days from the date of termination of the Contract. In the event that, due to the type of Service provided, it cannot access the contents, CloudFire will back up the contents within 15 days from the end of the contract and will send the Contracting Party and/or the End User an email to the address indicated in the relevant personal data sheet containing the methods to recover them within 15 (fifteen) days from the receipt of the above-mentioned email. Without prejudice to various agreements between the Parties and the mandatory legal limits, where the Contracting Party and/or the End User has not recovered and/or deleted the data, documents and/or contents within the period referred to in the previous paragraphs, CloudFire will have the right to delete them permanently and may use the infrastructures for other purposes. Therefore, if by that date the Contracting Party and/or the End User have not taken steps to save the data, documents and/or contents, no dispute can be made to CloudFire nor can any damage be requested in the event of the loss of one or more data, documents and/or contents by the Contracting Party and/or End User. In any case, the Contracting Party undertakes to hold CloudFire harmless from any liability and/or claim for damages, even from third parties, related to the deactivation of the Service and/or to the possible partial or total loss of the data, information and content allocated at the time of the termination of the effectiveness of the Contract.

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18.3. Except as otherwise provided in the Order, if the Service provides for the provision by CloudFire of logical resources, even in virtual environments, or platforms, in the event of termination of the Contract, the Contracting Party must, by the date of termination of the Service, save any data owned by it that may be present on the logical resources or on the Platform. If the Service also provides for the management of systems and/or applications, in the event of termination of the Contract for any reason, CloudFire will enable the Contracting Party to save the data owned by it, in the manner prescribed by CloudFire itself, by the date of termination of the Service. In the event of the termination of the Contract by CloudFire pursuant to Articles 14 and 19, CloudFire will immediately delete the data of the Contracting Party and/or End User after prior written notice and following the inertia of the Contracting Party and/or End User. CloudFire may, in any case, allow data to be saved even beyond the date of termination of the Service only and exclusively at the express written request of the Contracting Party and subject to written acceptance by CloudFire.

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18.4. In any case, the Contracting Party is responsible for the payment of the monthly fee in progress at the time of termination and any additional and subsequent activity that is requested from CloudFire and accepted by the latter, after the termination of the contract, regarding data storage, portability and/or data transfer to another Device of the Contracting Party, data cancellation.

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18.5. In the event of termination of the Contract due to default on the part of the Contracting Party, CloudFire will be entitled to receive the amounts due up to the effective date of the termination and as a penalty an amount equivalent to the remaining amount of the remaining fees/consideration until the expiry of the Minimum Term, without prejudice to CloudFire's right to compensation for greater damage. If the Service also concerns the rental of Equipment/Products, the Contracting Party will be required to recognize to CloudFire, as a penalty, the amount indicated in the Order.

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19. Processing of personal data

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19.1. Privacy Policy. Pursuant to art. 13 GDPR 2016/679, the personal data that is acquired are collected and processed by CloudFire (p.iva/cod. fisc. IT02764700353), with registered office in Reggio Emilia (RE) at Via Giambattista Vico 93, ordinary e-mail address privacy@cloudfire.it, certified e-mail address cloudfire@legalmail.it, as Data Controller, for the purposes related to the conclusion and management of the contract and for compliance with legal obligations. CloudFire has appointed a data protection officer (RPD/DPO). The appointed DPO is Attorney Clementina Baroni, with an office in Reggio Emilia, Via Domenico Francesco Cecati 1/1, who can be contacted at the following e-mail address: dpo@studiolegaleavvbaroni.it; pec: clementina.baroni@ordineavvocatireggioemilia.it. The complete information on data processing is available on the site: Www.cloudfire.it

CloudFire will act as data controller of the Contracting Party for the purposes of this contract, in particular for the storage of data on the dedicated Cortex Platform. We also inform you that CloudFire, by virtue of the activities carried out and for the provision of the services provided, will in no way be able to become aware of the data entered by the Contracting Party on the products/services provided by CloudFire. The Contracting Party declares that it has read CloudFire's privacy policy and undertakes to appoint CloudFire as Data Processor pursuant to art. 28 of Regulation EU/2016/679.

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20. Confidentiality of information

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20.1. CloudFire and the Contracting Party mutually guarantee that their personnel and the staff of companies appointed by them will treat as confidential any information they become aware of during or in relation to any activity related to the execution of the Contract.

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20.2. Where the Service also provides for the management of information and data owned by the Contracting Party, CloudFire will guarantee the Contracting Party regarding the confidentiality of all data managed with the Service. In the event of termination of the Contract for any reason, the provisions of Article 18 above (“Consequences of the termination of the Contract”) apply.

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21. Prohibition of assignment

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21.1. The Contracting Party may not assign the Contract, the rights and obligations deriving from it, in whole or in part, even free of charge, without the prior written consent of CloudFire.

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22. Force majeure

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22.1. CloudFire is relieved of any liability and is relieved of any claim for damages by the Contracting Party in cases where the default or delay in the execution of contractual obligations are due to force majeure. By way of example, but not exhaustive, the following are considered force majeure: acts and measures of public authority, general strikes, epidemics, absolute lack of means of transport, war, revolt or other military action, floods, natural disasters or any other unpredictable event that goes beyond the reasonable sphere of availability of CloudFire and that prevents the full and correct fulfillment of the Contract. The Contracting Party shall have the right to terminate this Agreement if the cause of force majeure persists for a continuous period exceeding 45 (forty-five) business days.

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23. System logs

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23.1. All logs generated by the Cloud Infrastructure and Services are subject to the following forecasts:

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(i) all logs collected based on the provision on “system administrators” of November 27, 2008 are kept for six months and made available to the Contracting Party and/or the End User upon written request;

(ii) all logs collected as a result of any legal and/or regulatory obligations and/or regulatory provision of any kind and nature are kept for the minimum time required by the law and made available to the Contracting Party and/or the End User upon written request;

(iii) any and all logs whose maintenance is not required by law, but which is judged by CloudFire to be useful or necessary for the provision of the Services at its sole discretion, will be kept by CloudFire for the time strictly necessary for the purpose of the collection;

(iv) it is expressly understood that CloudFire's obligations with regard to the measures to be taken to maintain log files are only and exclusively those provided for by the measure referred to in the previous point (i). In each and every different case, in the absence of specific contractual provisions, CloudFire will have no obligation to adopt particular security measures or retention policies other than those imposed by the aforementioned measure;

(v) it is expressly understood that CloudFire will have the right to deliver logs and any other evidence imposed by the law in the event of a request from any public authority responsible for this task in the cases provided for and authorized by current regulations. In the event of such circumstances, CloudFire's sole obligation will be to notify the Contracting Party and/or the End User, unless such communication is expressly prohibited;

(vi) it is expressly understood that, if the Contracting Party and/or the End User needs to carry out investigations and/or checks on the logs, CloudFire will provide all reasonable support for their interpretation, it being understood that any and all liability, even in relation to any and all possible violation of any current legislation, including trade unions, will be borne exclusively by the End User. In this regard, the Reseller must ensure that the End User indemnifies and holds CloudFire its partners and directors harmless if they are called to answer for prejudices suffered by third parties;

(vii) it is expressly understood that CloudFire is not responsible for any non-compliance between the provisions of the General Conditions in relation to logs and any policies, regulations, regulations or in any case any internal rules of the Contracting Party and/or the End User.

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24. Faculty of Subcontracting/Subcontracting

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24.1. Without prejudice to CloudFire's direct liability to the Contracting Party for the execution of the activity covered by the Contract, for the performance of the same CloudFire may rely, where permitted by applicable law, on third parties selected by it.

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24.2. In the event that the Contracting Party is configured as a subject falling within the scope of application of art. 118 of Legislative Decree 163/2006 and subsequent amendments, it is understood that the subcontracting will take place in compliance with current pro tempore regulations and that in the contract with the subcontractor there will be adequate clauses aimed at ensuring compliance with the provisions of Law no. 136 of 13 August 2010 and subsequent amendments.

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25. Tax clause

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25.1. The Parties declare that the transactions related to the Contract are subject to VAT charged to the Contracting Party, where required by law.

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25.2. Any tax burden, however, related to the Contract is borne by the Contracting Party itself, in cases permitted by law.

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26. Unilateral changes

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26.1. Without prejudice to the provisions of Article 11, CloudFire reserves the right to make changes at any time to the terms and conditions of these General Conditions, notifying them by email or through the Cortex Platform with 30 (thirty) days' notice. The changes will be applied immediately to all new Orders. The Contracting Party may withdraw by the date on which the changes become enforceable. The entry into force of the new conditions will be announced by email or message on the Cortex Platform. The Contracting Party acknowledges and accepts that, upon acceptance of the General Terms, CloudFire reserves the right to make changes to the contractual documents, including, but not limited to, SLAs, Service Sheets, CloudFire Services Policy, Third-Party Terms, Terms of Support and any other attachment or document connected to the Services. Such changes may be applied at the sole discretion of CloudFire without prior notification to the Contracting Party. It is understood that the updated version of the above-mentioned documents will be made available by CloudFire through its official channels and that the continued use of the Services by the Contracting Party will constitute tacit acceptance of the changes made.

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26.2. Changes to the conditions of Third Party Products and those necessary to comply with legal or regulatory provisions may be applied immediately, without notice, as they are beyond the control of CloudFire. If these changes are unfavorable for the Contracting Party, the Contracting Party will have the right to deactivate the Services concerned, by sending: (i) a registered letter with acknowledgment of receipt, or (ii) the appropriate form available on the Cortex Platform. This request must be sent within a maximum period of: 30 (thirty) days from the entry into force of the new conditions, or four (4) months, if the Contracting Party is a Consumer.

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27. Communications

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All communications between the Parties relating to this Agreement must be made with an exchange of written correspondence to be addressed to the destinations and/or e-mail and PEC addresses indicated in the User's profile on the Cortex Platform, without prejudice to any different communication methods provided for in this Agreement.

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28. Competent court

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For any dispute that may arise between the Contracting Party and CloudFire regarding the interpretation, and/or execution of this Agreement, the Court of Reggio Emilia will have exclusive jurisdiction.

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29. Relevant information for consumers pursuant to Art. 49 of the Consumer Code

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This Relevant Information applies to the category of CDs. “Consumers”, as defined in art. 3, paragraph 1, letter a) of Legislative Decree 206/2005, as well as of European Regulation 2016/679 and form an integral part of the General Conditions of Service applied by CloudFire for Services purchased remotely or outside business premises.

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The Customer/Consumer is informed of the following: CloudFire S.r.l. is a company with headquarters in Via Giambattista Vico 93, 42124 Reggio Emilia, VAT number IT02764700353; telephone number: +39 0522 17534, email address info@cloudfire.it. Any complaints by surface mail can be sent to that location.

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Services offered: IaaS, PaaS and SaaS solutions, both proprietary and in Hosted Reselling. All services are visible and easily accessible from the home page of the site www.cloudfire.it;

Price of the Services: the total price of the Services, including taxes and any shipping, delivery or postal costs, are easily accessible within each area dedicated to services or through the Cortex Commercial Offer/Platform;

Payment methods: the payment methods to purchase a CloudFire service are indicated in each individual Commercial Offer or indicated in the Order section on the Cortex Platform.

Execution of services: the execution of the service by CloudFire begins after confirmation of the Order and after signing all contractual documents (General Conditions, Annexes, SLA, Third Party Terms, Terms of Support, Commercial Offer, Policy for the Use of CloudFire Services);

Complaints: Customer complaints, which may be received by CloudFire through a special Ticket sent through the Platform, are managed by CloudFire on a first-come, first-served basis, except for more serious cases that are handled earlier than the others.

Right of withdrawal: the Customer/Consumer may exercise the right of withdrawal pursuant to art 54 Consumer Code directly on the Cortex Platform or by email to agreements@cloudfire.it with a form made available on the website www.cloudfire.it

Return of equipment: if the Equipment has been delivered to the Reseller/Consumer Customer for the activation of the service, the same must be returned at your expense to CloudFire S.r.l. Via Giambattista Vico 93, 42124 Reggio Emilia

The burden of proof relating to the correct exercise of the right of withdrawal, in accordance with the procedure indicated above, lies with the Customer.

Following the correct exercise of the withdrawal by the Customer, CloudFire will, in accordance with art. 56 paragraph 1 Consumer Code, within and no later than the next 14 days, reimburse the Customer for the payments received by the Customer, including, where incurred, the delivery costs. CloudFire will make the reimbursement using the same payment method used by the Customer for the initial transaction, unless otherwise agreed with the Customer and provided that the Customer does not have to bear any costs as a consequence of using the different payment method. CloudFire will not be required to reimburse delivery costs if the Customer has expressly chosen a different and more expensive type of delivery than that offered by CloudFire. It is understood that CloudFire may withhold the refund until it has received the goods or until the Customer has demonstrated that he has returned the goods, whichever occurs first.

Unless CloudFire does not collect the goods directly, the Customer will have the burden of returning the goods without undue delay and in any case within 14 days from the date on which he notified CloudFire of his decision to withdraw. The related shipping costs are borne by the Customer, unless CloudFire had not informed the Customer about it at the time of the conclusion of the contract.

In any case, CloudFire's right, when the Equipment is returned to it by the Customer/Consumer, to verify their integrity, perfect functioning and/or that they have not been damaged by the Customer/Consumer, before returning them, is without prejudice.

If the Equipment, at the time of return to CloudFire by the Customer/Consumer, has been damaged by the latter and/or are not returned intact, CloudFire will be entitled to a sum of money, as a refund of the damage and reserves the right to request even the greatest damage suffered, to be withheld on the amount that it must return to the Customer/Consumer and/or that in the alternative (if CloudFire does not have to return any amount for the terminated contract) must be paid by the Customer/Consumer to CloudFire no later than 30 days from termination of the contract.

The verification of any damage to the Appliance/Product/Service will have written evidence in the form of a technical report to be provided to the Customer/Consumer, for the above obligations.

Exceptions to the right of withdrawal: the right of withdrawal cannot be exercised by the Customer after the complete provision of the service, as indicated below, by CloudFire if the supply itself began with the express agreement of the Customer and the Customer has agreed to lose the right of withdrawal following the full execution of the service by CloudFire. By way of example and not exhaustive, the Customer acknowledges that the initiation of the domain name registration procedure, such as the activation of e-mail boxes, as well as any other service in which CloudFire has proceeded to make the request to the various competent Authorities and/or to third-party providers, are equivalent to 'complete provision of the service' pursuant to art. 59, paragraph 1, letter a) of Legislative Decree 206/2005.

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30. Annexes

The following documents are an integral part of these General Contract Conditions and are intended to be read, understood and accepted with the signing of the same, without the need for further subscription by the Reseller/Customer/Consumer.

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a) Commercial Offer;

b) SLA — Service Level Agreement;

c) Service cards;

d) Policy for the use of CloudFire services;

e) Third Party Terms;

f) Terms of Support.

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31. Signing express clauses

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Pursuant to articles 1341, paragraph 2, and 1342 of the Italian Civil Code, the Reseller/Customer/Consumer declares to have carefully examined and accepted all the general conditions of this contract and with the only electronic signature attached, expressly declares to accept the following express clauses of CloudFire's General Terms of Contract: 4 (Third-party Services), 6 (Activation, Suspension and Interruption of the Service), 8 (Obligations and Responsibilities of the Contracting Party), 9 (Prohibition of Cancellation), 11 (Limitations of CloudFire's Liability), 12 ( Indemnity), 15 (Effective Date, Term and Termination of the Contract), 17 (Express Termination Clause), 18 (Consequences of Termination of the Contract), 19 (Processing of Personal Data), 21 (Prohibition of Transfer), 22 (Force Majeure), 24 (Faculty of Subcontracting or Subcontracting), 26 (Unilateral Amendments) and 28 (Jurisdiction).