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Terms & Conditions

1. INTRODUCTION AND CONTRACTUAL FRAMEWORK

1.1.These premises represent an essential part of this Agreement.

1.2.The following is specified beforehand:

- these General Terms and Conditions of Service (hereinafter “General Conditions”) contain the general rules and obligations for the use of the customized Chatbot service as developed by INDIGO.AI;

- the General Conditions are binding between the Parties from the date in which the Customer accepts the Offer but only if this acceptance takes place within the period indicated by INDIGO.AI.

2. PARTIES

Parties of this Agreement are:

a) INDIGO.AI. S.R.L., with registered office in Milan (MI), Via Torino n. 61, fiscal code and VAT number n. 04832520268, e-mail:admin@ndg.ai, in the person of the legal representative pro tempore (hereinafter “the Provider”);

b) the CUSTOMER, as identified in the Offer, to which INDIGO.AI provides the Service as described in the following point 3, see below (hereinafter: “the Customer”).

3. SUBJECT OF THE CONTRACT

INDIGO.AI is a leading company in designing and deploying innovative and high quality solutions based on Artificial Intelligence (AI).

In particular, the Provider offers companies the “Verse.ID” service: an innovative freely customizable chatbot (a conversational Artificial Intelligence that responds automatically to messages and can communicate with Users) with which it is possible to predetermine and set the content of the answers to be provided to the customers’ (or final users’) questions.

The end users themselves, moreover, by means of the Chatbot, will be able to upload contents (for example: text, photos, videos or links) in order to obtain as much information as possible regarding the questions formulated to the bot.

“Verse” is a specific software developed and owned by INDIGO.AI and whose service will be supplied by the Provider itself, also with the support of third party Providers, by using “Cloud” technology.

In particular, the Customer may purchase and use the customizable Chatbot Service by choosing one of the various Offers (Free, Paid, Premium version) according to the features, the functionalities (including the possibility of activating one or more accounts), and the contents available in each Offer.

4. DEFINITIONS

“Provider”refers to the company INDIGO.AI S.R.L. with registered office in Milan (MI), Via Torino n. 61, fiscal code and VAT number n. 04832520268, e-mail:admin@ndg.ai, in the person of the legal representative pro tempore.

“Customer” means the buyer, the invoice recipient as well as any natural person, company or legal entity associated with a specific order, purchase or use of a product or Service available on the Provider’s website or through other means which the Latter shall use.

“End User”means the final user of the Chatbot service, as specified in the contractual agreement between Him/Her and the Customer.

“Offer”means the proposal submitted by the Provider to the Customer and accepted by the Latter, with the terms, the conditions and at the cost indicated in the Offer itself.

5. REFERENCE TO THE OFFER

5.1.The Provider provides its Service to the Customer on the basis of what is contained in these General Conditions and in the Offer, which both constitute an agreement between the Provider and the Customer.

5.2.The Offer, in particular, must be understood as an essential part of the Contract and its acceptance, by the Customer, implies also the acceptance of all the General Conditions as well as of the content of those documents, rules, provisions and procedures which these General Conditions or the Offer refer to, making them binding towards the Customer.

5.3.The purchase consideration and any other details can be found in the Offer. It is specified from now on that, with the exception of the free version (“Free”), the Customer must pay the fee for the use of the Chatbot Service on a monthly or annual basis (depending on the type of Offer the Customer has chosen).

6. TERMS OF SERVICE

The service, as described in point 3 above specified and unless otherwise agreed in the Offer, will be provided in accordance with the following conditions.

7. OBLIGATIONS OF THE PROVIDER

7.1.The Provider undertakes to keep strictly confidential and not to disclose to third parties (with the exception of those to whom the Provider relies on in order to ensure the correct provision of the Service - including, for example, staff members, consultants, IT technicians, etc.-) for any reason, any kind of data, information, materials, documents and content uploaded on the Chatbot by the Customer or by the End User both during and after the termination of this Contract.

7.2.The confidentiality and non-disclosure obligation as described in the previous 7.1 will cease in case of legitimate requests from any public authority or in case of intervention of any judicial or legal authority.

8. OBLIGATIONS OF THE CUSTOMER

8.1.The Customer, even on behalf of third parties who may, for whatever reason, have been allowed to use Service, undertakes to use the Service itself exclusively for lawful purposes with respect for any legal provision applicable from time to time, for the uses, the customs and for the rules of diligence and in any case, without prejudice to any right of third parties, taking all responsibility where appropriate.

8.2.The Customer undertakes to promptly inform the Provider’s staff of any improper use of the Service or any other suspected or detected security breach.

8.3.The Customer declares to be in possession of all technical knowledge necessary to ensure the correct use and management of the purchased Service as well as to be compliant with the software licenses which have been autonomously installed in its own web infrastructure, bearing all related costs and assuming any resulting responsibility.

8.4.The Customer then commit Himself/Herself:

• not to put in place, by means of the service supplied, actions which intend or attempt to violate the computer systems and / or the security of the Provider’s or Third party’s IT networks, and / or the confidentiality of private messages, or any other act aimed at damaging the integrity of other people’s resources or at causing direct or indirect damage to anyone (including but not limited to malware, cracks, key generators, serials, cyber attacks of all types including DOS attacks, viruses or other harmful components);

• not to create situations of danger and / or instability and / or other problems of technical nature as a result of programming activities and / or usage patterns that affect the quality of the Customer’s Service or other Customers in order to damage them as well as the Provider and / or other Third Parties;

• to use the Service respecting the intellectual and / or industrial property rights of the Provider or of Third Parties and to guarantee that any material entered by the Customer in the Chatbot, even through the Services offered by the Provider, is in Its legitimate and complete availability, does not conflict with mandatory rules, nor violate any copyright, trademark, business license or other Third Party or Provider right protected by law or by this Contract. No copyrighted material may be uploaded on the network unless the Customer has obtained the rights to use it from the real copyright owner and has clearly stated the source;

• to renounce any legal action or claim (including but not limited to: actions to protect copyright, property claims or possessory actions) against the Provider after having used (or further developed) the customized Chatbot Service ;

• not facilitate or encourage, in any way, the loading of content and materials:

• of an offensive, insulting, defamatory, libelous, discriminatory, pornographic or child pornographic nature, obscene, blasphemous or otherwise contrary to the principles of public order and morality and which may be detrimental and deleterious to third parties and in particular to minors;

• damaging the industrial or intellectual property rights of other people or violating privacy laws (for example, disclosure and dissemination of special categories of personal data as described in Article 9 GDPR or judicial data according to Article 10 GDPR);

• that may cause nuisance to the public or private peace or suitable to cause direct or indirect damage to anyone or such as to encourage third parties to implement a misconduct and/or criminal liable to civil or criminal liability;

• that contain advertisements, spam or viruses and other programs aimed at damaging or interfering with the correct functioning of the Service.

9. LIABILITY OF THE PROVIDER

9.0.1The Provider is solely responsible for the activities stemming from its role and based on the Contract and on the Offer, for the entire duration of the same.

The Provider cannot therefore be held liable neither for activities falling under the competence of third parties, nor for activities in association with third parties and/or with the Customer nor for activities subsequent to the termination of the contract or in case of requests if the Customer has defaulted.

9.1 LIABILITY OF THE CUSTOMER

9.1.1.Without prejudice to the responsibility of the Provider towards the Customer for the obligations related to the present Contract, the Customer shall not hold the Provider liable for any responsibility towards Third Parties.

9.1.2.Furthermore, unless it is otherwise agreed, the Customer declares to be the one and only administrator of the Service and, as such, declares to be the only responsible for:

a) the management of data and/or for any kind of information or content processed in and by the Chatbot, for their security and their saving and for the fulfillment of any other activity deemed useful or necessary to guarantee data, content and information integrity, committing themselves to enforce, at his/her own expense, appropriate and adequate security measures;

b) the content of data and information that are accessible or available, for any reason, in the virtual Chatbot;

c) malfunctions, irregularities, delays in the Service.

10 PROVIDER’S LIMITATION OF LIABILITY

10.1The Provider does not assume, under any circumstances, any responsibility for the information, data, content entered or transmitted and in any case processed by the Customer through the Service and, more generally, for the use made by the Customer itself of the aforementioned Service. The Provider also reserves the right to adopt any initiative and action to protect its rights and interests. The Provider guarantees neither the Customer nor Third Parties that the Service is perfectly suited to particular purposes. It should be also noted - and this is fully acknowledged and accepted by the Customer - that the Provider is not responsible in any way for damages suffered, directly or indirectly, by the Customer and / or by third parties, as a result of the use, misuse or usage failure of the service provided.

10.2The Customer is also aware that Internet is not controlled in any way by the Provider and that it is not possible to guarantee the performance and functionality of the Service or to control the contents and the information that are transmitted through the Chatbot. For this reason, no responsibility can be charged to the Provider for the transmission or the receiving of any kind of illegal information.

11. SUPPORT SERVICES FROM THIRD PARTIES

11.1.The Provider, for the provision of its Service, relies on some business partners.

11.2.In any case, the Provider, when he relies on Third Party Providers to guarantee the Chatbot Service, cannot be held responsible in any way for inefficiencies or problems related to failure to meet quality standards as well as for any violation relating to the processing of Customer’s personal data as put in place by or otherwise referable to such third parties.

No responsibility can therefore be charged to the Provider if the provision of the Service, with the specific features required by the Customer, depends on Third Party’s actions (including but not limited to: non-compliance, default or any other action which may be attributed to one of INDIGO.AI’s Providers).

12. CONTRACT PERIOD

12.1.The Contract is valid between the Parties until the Service, as purchased by the Customer, expires. In any case, this cannot affect the mutual right of withdrawal which must be communicated according to the procedures set forth in the following articles 14 and 14.1.

13. AUTOMATIC RENEWAL

13.1.The Contract will be renewed automatically, unless canceled. In this case, it will have a duration equal to the last agreed contractual duration.

13.2.The Customer can prevent automatic renewal from operating upon cancellation to be made within the specific section on the website “https://verse.id/"

13.3.If the Customer does not pay the agreed fee, the system will automatically and dynamically send the Customer one or more notices of non-payment, which may also count as formal notice.

In any case, regardless of the number of notices received by the Customer, the Provider will disable the Paid Offer initially signed by the Customer if the Latter does not pay the amount due within a maximum period of 14 days. In this case, the Customer acknowledges and accepts that the Chatbot Service will be regulated in accordance with the provisions of the free version (“Free”).

14. WITHDRAWAL / RESOLUTION OF THE PROVIDER

14.0.1The Provider reserves the right to withdraw from the Contract at any time and without giving reasons, by written notice to the Customer with at least 14 days’ notice, except in cases of events caused by a serious breach of the Customer or due to force majeure, by virtue of which the Provider reserves the right to terminate this Agreement with immediate effect. Once the aforementioned deadline has passed, the Contract must be considered terminated and the Provider may at any time disable the Service without further notice.

Without prejudice to the case in which the Provider terminates the Contract due to serious breach by the Customer - in which case nothing will be owed to the Latter - in all other cases the Provider will reimburse the Customer for the amount in proportion to the months He/She has not used the Service.

14.0.2Furthermore, the Customer acknowledges and is aware that the Provider may, at any time, terminate this Agreement, with immediate effect, if there are reasonable doubts or the serious suspicion that the Customer is, in any way, facilitating or encouraging the uploading of illegal or illicit content and materials as described in paragraph 8.4 (see above).

14.0.3Anyway, Provider’s further responsibility for the exercise of the right of withdrawal and / or for the Customer failure to use the Service and the consequent right of the Latter to claim any reimbursement or compensation is expressly excluded.

14.1 WITHDRAWAL OF THE CUSTOMER

14.1.1The Customer has always the right to withdraw from this Contract at any time, without any penalty and without indicating the reasons, by opening a request of assistance using the contact section on the websitehttps://verse.id/. The withdrawal will take effect within 30 days from the date of receipt, by the Provider, of the aforementioned communication.

14.1.2.The right of withdrawal will not entail any right to return of what has already been paid by the Customer nor will it affect the Latter’s payment obligation, as agreed under this Contract, for service activation. The right of withdrawal, in essence, will only entail consequences in relation to the provision of the service but will not affect the economic obligations of the Customer towards the Provider.

15. PAYMENT OBLIGATION WITHOUT PRIOR WITHDRAWAL

If the Service is automatically renewed, the Customer is required to pay the agreed fee according to the terms indicated in the “Offer” and as specified according to the previous paragraph 5.3.

In any case, the provisions of the previous 13.3 are not affected.

16. SERVICE INTERRUPTION/SUSPENSION

The Customer agrees that the Provider has the right to suspend and or interrupt, at any time and without prior notice, the provision of the Service without no duty towards the Customer if:

a) the Customer fails to fulfill the Agreement or violates one of the provisions or terms of the Contract;

b) the behavior of the Client is such as to give rise to a well-founded and reasonable doubt that He/She will fail to fulfill the Contract or will be responsible for one or more violations of its provisions and terms;

c) there are reasonable grounds for believing that the Service is used by unauthorized third parties;

d) there are situations of force majeure or circumstances which, according to the Provider’s unquestionable discretion, require the execution of emergency interventions or the resolution of safety problems, with secure danger for the entire network and / or for persons or things involved. In this case, the Service will be restored as soon as the Provider, at its own discretion, assesses that the causes that had determined the suspension / interruption of the Service have been effectively removed or eliminated;

e) the Client is involved, for any reason, in any judicial or out-of-court dispute of civil, criminal or administrative nature and, in any case, whether the said dispute relates to acts and behaviors put in place through the Chatbot Service;

f) the request of suspension or interruption comes from a judicial Authority;

g) the Customer uses defective or non-approved equipment and / or software that presents malfunctions which may cause security problems and / or vulnerabilities of the Service, may damage the integrity of the network and / or disrupt the Service and / or create risks for the safety of people and things;

h) there are justified security reasons and / or it is necessary to guarantee confidentiality.

In any case of Service suspension/interruption imputable to the Customer, any claim or action for damages by the Provider remains unaffected.

17. FINAL ARRANGEMENTS

17.1. This Agreement cancels and replaces any other previous agreement that may have occurred between the Provider and the Customer. The Provider also reserves the right to unilaterally modify these General Conditions, promptly communicating any change to the Customer.

17.2.The contractual relationships between the Provider and the Customer established by these General Conditions cannot be understood as relationships of mandate, representation, collaboration, association or other similar or equivalent contractual form.

17.3.In any case, breaches and / or behaviors of the Customer that differs from these Conditions, cannot be considered as derogations from the same or tacit acceptance of the breaches, even if not promptly contested by the Provider. The inertia of the Latter in exercising or enforcing any right or clause of the Contract does not constitute a waiver of these rights or clauses.

17.4.The total or partial ineffectiveness and / or invalidity of one or more clauses of these General Conditions will not result in the invalidity of the others, which must be considered fully valid and effective.

17.5.This Agreement will be interpreted and regulated according to Italian law.

17.6.All communications to the Customer related to this Agreement may be made by the Provider by hand, by telephone, by e-mail, certified or ordinary, by registered mail with return receipt, or by fax at the addresses indicated by Customer when ordering and, consequently, the same will be considered known by the Customer. Any changes in the Customer’s addresses not previously communicated to the Provider will not be enforceable against the Latter. All communications the Customer wishes to send to the Provider in relation to this Agreement must be sent in writing to the contact section on the website “https://verse.id/”

17.7.The Parties will be domiciled at their respective registered offices.

18. JURISDICTION

Any dispute that may arise in connection with the interpretation, execution and / or termination of this Agreement or that is connected to it will be, in any case, devolved exclusively to the Court of Milan.

19. REFERENCE TO EXISTING LEGISLATION

Although not clearly stated in these General Conditions, the Parties expressly refer, as far as this is compatible, to the laws in force at the time of the conclusion of this Contract.

PRIVACY SECTION

20. PRIVACY STATEMENT

The Provider, as Data Processor, guarantees its Customers that the processing of their personal data complies with the provisions of current European and national privacy legislation, such as EU Regulation 2016679 (GDPR) and the Legislative Decree June 30, 2003 n. 196 (Personal Data Protection Code) as last amended by the implementing Legislative Decree 10 August 2018, n. 101.

In particular, the Customer is informed of the following.

Personal data will be processed exclusively on a contractual basis, for the purpose of timely and regular execution of contractual obligations and on a legislative basis, for the consequent legal obligations.

The collection and processing of data, in accordance with the aforementioned purposes, will be carried out in electronic, computer and paper form, with the aid of strictly necessary tools. The processing will be carried out in compliance with the safety measures prescribed by current legislation.

Exclusively for the purposes of the execution of the contract and for the purposes indicated above, the Customer’s personal data may be communicated to natural and legal persons (administrative and tax consultancy offices, couriers, data processing centers etc …) and to banking institutions for the management of takings and payments. Furthermore, such data may be communicated and processed by the employees and / or collaborators of the Data Processor exclusively in their capacity as Data Processors or as persons authorized to process personal data.

The Customer’s data will not be transferred to non-EU countries or international organizations, but if similar access is allowed, in any case all the security measures to prevent and prevent the risk will be taken to prevent and ward off the risk of access to them by unauthorized parties or for divergent purposes.

The acquired data will also be stored for a period of time not exceeding that strictly necessary for the purposes for which they were collected or subsequently processed. Their removal will take place safely.

The provision of the requested data is necessary for the timely and regular execution of the contractual obligations and for the consequent legal obligations. Not communicating the aforementioned data, will imply the Provider not to be able to fulfill the obligations set forth in the Contract.

If requested at a later time, the provision of data for commercial and / or advertising communications must be considered as discretionary. In this case, the consent given may be withdrawn at any time without prejudice to the lawfulness of the processing based on consent before its annulment.

Customers are granted the rights of the data subjects as recognized by current legislation, including the right to access to personal data, to request the correction, updating and deletion, if incomplete, incorrect or collected in violation of the law, and to oppose, in whole or in part, for legitimate reasons, the processing of personal data concerning him/her, even if pertinent to the purpose of collection, in addition to the right to data portability. The data subject has also the right to lodge a complaint with the Data Protection Authority, based in Rome, against the processing or methods of processing of their data.

It is hereby specified that the Provider carries out, with the personal data collected through the Chatbot, profiling activities (including automated decision-making processes), essential for its core business: in any case, such processing has its own legal basis in this Agreement, as well as in the fulfillment of contractual obligations.

It is also noted that the processing of personal data does not take place in pursuit of a legitimate interest of the Provider.

Any request regarding the processing of personal data can be forwarded via PEC to the Provider, as better identified above, in his capacity as Data Processor. In any case, the Provider’s right to terminate the Contract in case of a data cancellation request, or in the event that the data becomes insufficient for the purposes of the regular execution of the contract, remains unaffected.

If the information acquired can be directly or indirectly traced back to individual workers, the respect of any further legal obligation by the Customer who acts as an employer, pursuant to and for the purposes of art. 4 paragraph 2 of Law 3001970, must be observed.

21. DATA PROCESSOR APPOINTMENT

21.1. The Customer, for the Service covered by this Agreement, if the above-mentioned one involves any operation of processing personal data of third parties in the name and on behalf of the Customer, appoints the Provider as Data Processor according to art. 28 of EU Regulation 6792016, with a detailed description of the tasks and charges to which it will be held by virtue of this role for the entire duration of the Contract and up to any further term if envisaged. As a result of the aforementioned appointment, the Provider is authorized exclusively for the processing of personal data to the extent and within the limits necessary for the execution of the activities assigned to it. The Provider can carry out all the activities that are necessary to ensure compliance with the existing privacy rules. The Provider has also the task of organizing, managing and supervising all the processing operations of the personal data communicated to it by the Data Controllers for the purpose of carrying out the activities covered by the current Service. In compliance with the provisions of the Italian Personal Data Protection Code and EU Regulation n. 6792016 referring to personal data and the processing methods, it is specified that the Provider will be required to:

a) process personal data only for the execution of the Services covered by the Contract, with the technical and security features established on the basis of the provisions of the Contract itself, and in accordance with the technical specifications governing them, which, for the purposes of this article, are intended as documentation containing data processing instructions that the Customer deems appropriate as art. 32 of the European Regulation n. 6792016 specifies. If the Customer manifests particular needs that require different processings from the ones described so far on in any other document, he/she must express this need to the Provider and describe the measures that he/she requires to be implemented, which will be estimated in a specific and separate offer;

b) guarantee that the persons authorized to process personal data have committed themselves to confidentiality or have an adequate legal obligation of confidentiality;

c) adopt all the measures that Art. 32 of Regulation n. 6792016 requires;

d) comply with the conditions referred to in paragraphs 2 and 4 of the art. 28 of Regulation n. 6792016 so that the Provider shall not turn to a futher different Data Processor or sub-processor without the prior written authorization of the Data Controller and, if authorized to do so for specific processing activities, impose on him/her/them the same obligations;

e) assist the Data Controller with adequate technical and organizational measures, as far as possible;

f) assist the Data Controller in ensuring compliance with the obligations set out in articles from 32 to 36 of Regulation n. 6792016, taking into account the nature of the processing and the information available to the Data Processor;

g) guarantee the exercise of the rights of the data subjects according to Chapter III (from articles 15 to 22) GDPR;

h) make available to the Data Controller all the necessary information to demonstrate compliance with the obligations referred to in this section, allowing and contributing to the auditing activities, whose times and methods are subject to a prior agreement and provided that they do not conflict with confidentiality obligations and with the policies adopted by the Provider itself. The costs of these checks will be charged on the Data Controller.

21.2.If the Provider avails itself of the collaboration of persons in charge for carrying out the activities described above, it will provide for their specific assignment to the processing by giving them the necessary instructions and making them aware of the agreed methods and of the ones prescribed by the Italian Personal Data Protection Code and by the European regulation n. 6792016. The Provider therefore processes the data in compliance with the instructions given above, with the technical specifications and the safety requirements governing the Service and with the provisions specified in the Italian Privacy Code and in the European Regulation n. 6792016. In case of abnormal or emergency situations, the Provider will immediately notify the Data Controllers.

22 DATA PORTABILITY

Given the data subjects’ right to the portability of their personal data (pursuant to Article 20 GDPR), in relation to the Cloud Infrastructure in which the Customer’s data, as stored by the Chatbot, are contained, the Customer and the End User may ask the Provider for a free of charge copy.

23. DATA STORAGE

The Provider may keep, in order to make improvements and to implement the Service aforementioned, all data and information - related to End Users – in transit through the Chatbot even after the termination of this Agreement.

24. DATA ACCESS

24.1.The Customer acknowledges and is aware that the Provider, for the entire duration of the Service, can freely access the flow of data and information (including, but not limited to: materials, documents, multimedia contents, text) transited or in any case entered in and / or uploaded on the Chatbot, in order to guarantee the proper functioning of the Service.

24.2. Furthermore, the Customer, on the basis of what is specified in the previous 24.1., says and recognizes that the Provider is not responsible for any of its intervention in the flow of data within the Chatbot.

25 DELETION OF DATA

The Provider undertakes to guarantee and implement all appropriate measures to ensure the secure wiping of the data and information that are available, transited in or loaded by End Users on the Chatbot.