GENERAL DEFINITIONS

• Account means the specific User ID created on the Platform, as defined below;
• Affiliate(s) means any legal entity, which directly or indirectly Controls, is Controlled by or is under the same Control or joint Control of a party. “Control” shall mean the ability to direct the daily conduct of business of an entity through ownership, contract or otherwise. Ownership or control of at more than 50% the share capital or of the voting powers of an entity shall be deemed as Control under this General Terms;
• Content means ay information or data available on the Platform;
• Device means the network device, property of the Service Provider, which allows the User to get access to the Services;
• Equipment or Machine means the machine, good, instrument sold by the Service Provider to the User;
• General Terms means these general terms regulating the Echo Web Platform;
• Offer means the commercial quotation issued with this document by the Supplier to the Buyer for the sale of the Parts and/or the Services;
• Order means the Purchase Order issued by the Buyer and referring to the Offer or the formal acceptance of the Offer by the Buyer;
• Party(ies) means the Buyer and/or the Supplier, either individually or collectively;
• Platform means Echo Web Platform, the web platform at sipa.echoplatform.it;
• Service Provider or Sipa means Sipa S.p.a. with registered office in Via Caduti del Lavoro 3, Vittorio Veneto, TV, Italy or any Affiliate providing the Service;
• Services means each specific service and manpower offered by the Service Provider or its Affiliates to the User as indicated in the Specific Agreement detailing the use of the Echo Web Platform;
• Specific Agreement means the specific commercial agreement detailing the price, terms of payment, duration, validity and other specific details of each Service; The User will be enabled to access to and benefit from the Services only upon execution of the Specific Agreement;
• Software means the software of the Service Provider used either to provide the Echo Web Platform;
• Technical Data means any and all data and information relating to the performances, status and capacity of the machines, systems, products, components, tools or spare parts manufactured or sold by Sipa or its Affiliated companies and which are purchased by the User;
• User or Buyer means the company signing the Specific Agreement and being the beneficiary of the Services performed by the Service Provider.

GENERAL PROVISIONS

• Acceptance. These General Terms shall be deemed to be accepted in full with the Service Provider’s electronic confirmation of the successful completion of the registration process as better detailed in the dedicated section of the Echo Web Platform.
  The User declares under its sole responsibility to be fully empowered to register and to use the Services as well as to accept these General Terms in its own name, in case of individual member, or in name and on behalf of the company identified in the registration form and/or signing the Specific Agreement.
  The Service Provider reserves the right to ask for specific evidence of sufficient proxy. By signing the Specific Agreement and/or by filling the registration form and accepting these General Terms, the User agrees, without limitation or qualification, to be bound by, and to comply with, these General Terms and any other posted guidelines or rules applicable to any Content or Services.
• Modification of General Terms. Service Provider reserves the right in its sole discretion, and without notice, to change the terms, conditions, and notices under which the use of the Services or the Platform is offered, including, but not limited to, the General Terms herein and the Service Provider Privacy Policy available at the website www.sipasolutions.com/en/privacy-policy which the User declares to have read, understood and accepted.
  Therefore, the User is accountable for regularly reviewing these General Terms and the privacy policy. Any change in the terms, conditions, and notices will be effective immediately as of the date of the change.
  However, in case of amendments having as object these General Terms, the User is entitled to revoke with immediate effect its acceptance of these General Terms by disabling its Account or by rejecting the Services, provided that the User shall pay for all the Services performed up to said termination date. All personal data registered by the User will be cancelled within 45 (forty-five) days from the date in which the Account has been disabled or the Services dismissed, being understood that Service Provider is entitled to keep, record and use all Technical Data for the purposes set forth in the Echo Web Platform terms and conditions.
• Validity of contractual documents and declarations. Any offer, acceptance, declarations, request or other acknowledgement made and/or transmitted via Platform by the User shall have the same legal and binding effect as they are made by or sent by other means; such as mail, fax or telephone.
• Intellectual Property (IP). Unless otherwise provided for herein, any and all intellectual property rights on the content of the Services and/or the Platform, including but not limited to information (whether technical, commercial financial, legal or business information), data, text, images, graphics, drawings, sound files, animation files, video files, marks, trademarks, model names, logos, emblems and their arrangements, as well as on the Services, products or other goods provided through the Services and/or the Platform shall vest in and be exclusively owned by Service Provider.
  The User shall not copy, distribute, modify or made available to third parties any Service Provider’s IP Rights without Service Provider’s prior written consent. Nothing in these General Terms shall deem to grant the User any rights of use or other rights in respect to Service Provider’s IP Rights, unless otherwise specifically provided for herein. In particular, the User shall not use Service Provider’s IP Rights for any other purposes than the use of the Services.
• Confidentiality. All information disclosed or made available by the Service Provider to the User in relation to the Services, (whether written, oral, visual, in any electronic form or using the Platform) shall be deemed to be confidential (“Confidential Information”). Confidential Information shall include but not be limited to all documents, drawings, data, objects and other commercial or technical information, research and development activities, methods, products, designs, trade secrets, inventions (discoveries, concepts and ideas, whether patentable or not, including but not limited to processes, methods, formulas, and improvements thereon), patent, applications, prototypes, contractual, legal and financial information or other documents derived or produced partially or wholly from any of the information disclosed or furnished.
  The User undertakes not to directly or indirectly disclose to third parties the terms of the Services and of the Platform, as well as any Confidential Information disclosed or made available by Service Provider or its Affiliates. The User undertakes to provide effective protection establishing and maintaining effective security measures to safeguard all Confidential Information from unauthorized access, use, reproduction or disclosure, and not to make the Confidential Information directly or indirectly accessible verbally, in writing or in any other way, without Service Provider’s express written consent. The User shall be entitled to provide Confidential Information only to those of its employees, officers and advisors who are required to know it exclusively in order to have the User using the Platform or the Services. The User shall ensure that the abovementioned employees, officers and advisors are subject to the same confidentiality requirements as those which apply for the User under this section. The User shall be responsible for any breach by such subjects of the terms and conditions of this section. The Confidential Information shall not be used nor disclosed for purposes other than those defined as part of these General Terms or under the Specific Agreement. The confidentiality obligations herein do not apply to information which (a) was publicly available prior to the receipt/access thereof or became publicly available thereafter without a violation of these General Terms or (b) has to be disclosed due to a mandatory legal obligation or in a judicial or regulatory proceeding due to an order or ruling of the court or the governmental agency or (c) is disclosed to the User by a third party lawfully entitled to do so who is not bound by any confidentiality obligations in respect to the information disclosed. In the event the User learned that Confidential Information has come into the possession of an unauthorized third party or that a confidential document has become lost, it shall immediately inform Service Provider thereof in writings. The obligation to maintain confidentiality shall remain in force also after the completion termination of Platform or Services usage and shall only expire when the information obtained has become generally known.
• Disclaimer. The User agrees that the use of Services is at its own risk, and that they are being provided to the User on an "as is" and "as available" basis. Accordingly, to the extent permitted by applicable law, the Service Provider excludes all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. To the extent permitted by applicable law, the Service Provider shall not be liable for the correctness and/or completeness of the information, for the outcome of the Service and for the correct use of the Devices and any other services offered and/or effected by the Service Provider. In addition, to the extent permitted by applicable law, Service Provider (including its Affiliates and its and its Affiliates officers, directors, agents and employees) is not liable for, and the User agrees to hold them harmless from, any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from: a) The Content provided by the User (directly or indirectly) using the Services; b) The use of or the inability to use our Services attributable to the User; c) Delays or disruptions in Services; d) Glitches, bugs, errors, or inaccuracies of any kind in the Services, even though the User’s Data are lost or canceled as consequence of the foregoing; e) Damage to hardware device from the use of any Service; f) The content, actions, or inactions of third parties, including items listed using Services or the destruction of allegedly fake items; Service Provider has the right, at its sole discretion, to update and add new features to its Services, and also the right to stop providing to Users its own Services. The Service Provider shall not be liable for any loss of production, loss of use, loss of business and other equivalent losses or damages. In case of amendments of any Content or Services, the continued use of Services constitutes an express acceptance of those amendments.
• Applicable law and dispute resolution. These General Terms and each Specific Agreement, unless differently provided in writing, shall be governed by and construed in accordance with the Italian substantive law without regard to its conflict of laws provisions. The Parties will attempt to settle any claim or controversy, arising out of or relating to this Contract, through consultation and negotiation in good faith and with spirit of mutual co-operation. If the controversy persists, the Court of Treviso, Italy shall have exclusive jurisdiction over the dispute, being understood that Service Provider shall be entitled to sue the User in any other Court having jurisdiction.

REGISTRATION AND MEMBERSHIP

In order to have access to the Platform, the User will be required to set-up an Account, by filling the online registration form with the requested data and make all the steps required to complete the online registration process. In registering and providing such data, the User represents and warrants that the provided information is true, accurate, current, and complete (apart from optional items) as required by the registration form (“Registration Data”).

Registered Users will receive a personal password in order to allow them access to the Platform. The User is entitled to change the password upon its first login and thereafter anytime. The Platform offers the possibility to view and modify the Registration Data.

Only subjects aged over 18 years may subscribe to the Platform. Registration on the Platform shall not grant the User any authorization to use any information of Service Provider for promotional purposes. Any relationship with Service Provider is to be treated confidential by the User, unless Service Provider agrees otherwise in writing sending an email to echo.team@zoppas.com.

USER'S UNDERTAKINGS AND LIABILITIES

The User is fully accountable for the accuracy, completeness, truthfulness of the contents and information published by the same on the Platform. Service Provider is not accountable for damages deriving from the incorrect use and/or the use of incorrect information provided and uploaded on the Platform by the User.

The User is required to fulfill the hereinafter-mentioned obligations in order to ensure a proper use of the Platform:

1. Providing correct and accurate information at the registration;
2. Providing the rightful information about the company linked to the User, its asset and organization (i.e. location, VAT code, scope of activity);
3. Providing a correct uploading of information (i.e. about services, products, assets, etc.) on the Platform;
4. Ensuring that the information provided by the User are updated, accurate and truthfulness;
5. Being in possession of all the requirements provided by law in order to be able to upload information and products on the Platform (copyright, etc.) and to ensure that the information provided are in compliance with Intellectual Property Right (IP);
6. Immediately informing Service Provider in case of a security breach (i.e. unauthorized access through User’s password, etc.);
7. Not sharing the password, give access to the Account to others, or transfer it to anyone else;
8. Complying with these General Terms;

The User remains responsible for all actions performed in the Platform under its Account.

In any event of breach by the User of any or all the above-mentioned undertakings as well as in case of any violations of these General Terms or the Specific Agreement (including but not limited to late payments, breach of confidentiality undertakings or intellectual property rights), Service Provider shall be entitled to suspend, block or to cancel the Account with immediate effect and to take further legal actions. Any claim for damages against or liability of the User shall remain unaffected.

USE OF THE TECHNICAL DATA AND INFORMATION SHARED BY THE USER

Any and all Technical Data shall be owned by the User. In order to perform the Services, Service Provider may collect the Technical Data from the Equipment. Such Technical Data will be registered on the Platform manually by the User or will be collected directly through a specific Software. The User hereby authorizes Service Provider to collect Technical Data which shall be used in compliance with the provisions and for the purposes set forth in these Echo Web Platform terms. The User grants Service Provider an irrevocable, perpetual, worldwide, royalty-free, right to use the Technical Data in order to perform the Services as well as to monitor the efficiency of any Equipment, execute maintenance activities or update, improve, produce or promote any and all Service Provider’s or its Affiliates’ Equipment and, in any case, to develop Service Provider’s or its Affiliates activities.

Technical Data are subject to the confidentiality undertakings set out in these General Terms, being understood that Service Provider shall be entitled to share the Technical Data with its Affiliates or third parties working for Service Provider’s or its Affiliates’ benefit for the purposes set out in this General Terms. The User shall not prevent nor obstacle Service Provider from collecting the Technical Data and shall not alter, hide, combine, delete or otherwise modify the Technical Data without Service Provider’s prior written authorization. In no event, Service Provider shall be liable for non-performance or incorrect performance of the Service due to the execution of any of the foregoing prohibited activities as well as for any and all costs, damages or indemnities arising therefrom.

Each User is responsible for all operational costs of its communication systems, including, but not limited to, maintenance costs, the costs of personnel, purchasing and installation of its communication system, as well as the associated costs of software and other technical devices, the elimination of any possible disruptions, actual and expected identification of errors and costs required to maintain the communication system at the best available technology.

Within 30 (thirty) days from the deletion of the Account or from the interruption of the Services, the User shall be entitled to require Service Provider to return the Technical Data, being understood that Service Provider may retain a copy for the purposes set out in these Echo Web Platform terms. Once the abovementioned term of 30 (thirty) days is expired, Service Provider may - but is not obliged to - cancel the Technical Data.

SUSPENSION AND ACCOUNT DISABLE

In case of breach of these General Terms, Service Provider may suspend or permanently disable access to the Account. Service Provider may also suspend or disable the Account if it will be required to do so in order to comply with the applicable law or with an order of any public authority. At any time, the User is entitled to disable and to cancel its own Account by sending an email to echo.team@zoppas.com.

Service Provider is entitled to remove the User and/or cancel the Account from the Platform, as well as to dismiss the Platform at any time and for any reason. As consequence thereof, the Services will immediately and automatically cease to be performed, without Service Provider being bound to any compensation or indemnity to the User. The amount related to the services not yet rendered at the moment of their termination shall be reimbursed to the User.

Without prejudice to the treatment of Technical Data under Echo Web Platform terms. In the event that Service Provider removes the User or cancels the Account from the Platform or dismisses the Platform, SIPA shall delete all data relating to the User and its personnel along with all other stored personal data as soon as said data is no longer required for the performance of the Services and no legal or accounting requirements required longer storage/processing/use of data.

For any further condition not explicitly disciplined by this document please refer to the Sales of Service General Conditions of the Supplier, available at: www.sipasolutions.com/terms-and-conditions.