This agreement was written in Italian. In case of conflict between any translated versions of this Agreement and the Italian version, the latter will prevail.
These Terms and Conditions of the use of Atoka (hereinafter referred to as the “TOS” below) define the general conditions of the contract stipulated in Italy between SpazioDati Srl (hereinafter “SpazioDati”) CF and VAT 02241890223, with registered office in Viale Adriano Olivetti 13 Trento, (TN) Italy, in person of the Pro tempore representative and the Client (collectively the “Parties”), identified with the data provided by filling out the relevant personal data sheet, through its Legal Representative or any Authorized Agent authorized to sign this TOS in the name and on behalf of the person who represents it, hereby accedes to this TOS (hereinafter referred to as “Customer”)
Preconditions
- SpazioDati is a company specialized in data analysis and data processing;
- SpazioDati has developed and designed a digital platform accessible through the internet as “Software As a Service” Atoka Platform) that allows the user to access a database made up of Italian and British companies, to generate lists of business contacts (lead) and receive economic and commercial information relative to each contact;
- The Atoka Platform is a tool reserved for professional and non-consumer users and consequently the Customer undertakes to use it solely in connection with their professional activity and in any case for any related requirements;
- In view of the above premises the Parties agree and stipulate the following TOS for non-exclusive use of the Atoka Platform.
All this laid in the TOS of the Atoka Platform are as follows:
- The premises and the attachments (external links) to the TOS, in particular the Terms of Use (accessible at https://www.atoka.io/disclaimer/) are an integral and substantial part of the TOS itself.
Section 1. Definitions
In relation to this TOS, here are the meanings to be attributed to recurring terms and expressions:
Activation Date: the date communicated by SpazioDati to the customer when activating the service following a remote online order (Ecommerce) through Internet connection;
TOS: Indicates this document supplemented by the Terms of Use and the Disclaimer available at the links above;
Intellectual Property: The term “Intellectual Property” identifies any intellectual property right that is governed, from time to time, by patents, semiconductor chip protection, copyright, industrial secrecy, trademarks, and any other Registered and unregistered intellectual property rights, as well as any applications, renewals, extensions, reinstatements and reinstatements that are currently in effect or can be implemented in the future all over the world.
Section 2. Platform Use Conditions
2.1 - Platform User License.
SpazioDati, in compliance with the terms and conditions of this TOS, undertakes to provide the Customer with a limited, non-exclusive license to use the Atoka Platform which allows the Customer directly to access a database consisting of economic and commercial data relating to Italian and British companies, to generate business contact lists (lead) and receive business and economic information related to the companies, as well as to use related analysis capabilities, through a SAAS (Software as a Service ) made available on the Internet. The Customer is aware and expressly accepts that the Atoka Platform is a tool reserved for professional users, with the consequence that this TOS is not subject to the rules of consumer contracts. However, the Customer will be provided with the initial free trial of 5 days (Trial) during which he will be able to check the functionality of the Atoka Platform and during which he can retire at any time without any commitment or cost. In the use of the Atoka Platform, the Customer agrees to comply with the operating instructions of SpazioDati based on any indications deriving from laws, regulations, authority provisions or self-regulatory codes in the country of origin and destination of messages or in the course of transposition that SpazioDati intends to comply with. It is understood that the processing of data related to the use of the platform will in any case be in accordance with the current rules, provided that the Customer assumes the role of the Data Controller and SpazioDati, using for this purpose its own organizational structure, assumes the role as described in section 2.3 below. Due to the nature and operation of the Atoka Platform, the Parties acknowledge that, in accordance with and subject to the provisions of this TOS, the Client will be able to directly and autonomously manage the IT tools made available by SpazioDati and will be the same Customer, under his sole responsibility, to manage, as Data Controller, the data extracted independently from the Atoka Platform, thereby defining the purpose of processing such data.
2.2 - Customer access to the platform.
The Customer will have access to the Atoka Platform through a reserved area through authorization and authentication credentials assigned to him, guarded and used by them under their sole responsibility. Access to the platform and its use must comply with what is stated in this TOS and in the Terms of Use (available on the above link). In particular, the Customer agrees to maintain with maximum confidentiality the alphanumeric access codes (named “username” and “password”) above, and therefore responds to the custody of the same and declares to be aware that the use of codes is reserved for the subject identified by the Customer as a user. Therefore, it is not permitted to use the same codes by more than one user, and the Customer will be solely responsible for any damage caused by any unauthorized use of login and password.
2.3 - Processing of personal data.
SpazioDati undertakes to provide the Customer with all the information and collaboration necessary for him to fulfill his obligations under Legislative Decree 196/2003, including the regulations set out in Annex B (Technical Measures on Minimum Measures Safety).
SpazioDati guarantees that the personal data and the treatments of which SpazioDati itself is the Owner will be protected in compliance with the obligations of Articles 31, 33, 34 and 35 of Legislative Decree 196/2003. In particular, SpazioDati guarantees that the personal data being processed will be kept and monitored, also in relation to the acquired knowledge, the nature of the data and the specific characteristics of the treatment, in order to minimize it, the adoption of appropriate and preventive security measures, the risks of destruction or loss, even accidental, of the data itself, unauthorized access or processing which is not allowed or does not comply with the purpose of the collection. In addition, pursuant to Article 25 of the Technical Specifications for Minimum Security Measures, SpazioDati attests the compliance of its organization and its information system with the provisions of the aforementioned technical regulations. SpazioDati will be processing the data as it is owned by the Customer, following the instructions given by the Customer that, also through periodic checks agreed in advance with the appointed manager, will be able to supervise the strict observance of the legal and contractual provisions. In this sense, SpazioDati will provide its officers with all the written instructions and procedures required to comply with the law and the TOS.
The designation for SpazioDati’s responsible has a duration equal to the duration of this TOS and will be deemed revoked upon the dissolution of the TOS itself, for whatever cause.
Upon termination of the contractual relationship, the Customer’s personal data and copies thereof will be permanently removed from the SpazioDati information system (including any paper archives), subject to statutory obligations, as provided in art. 2.7 of this TOS.
2.4 - Consent of message recipients.
The Customer expressly declares that he is aware that, in order to use the data extracted independently from the Atoka Platform in order to send messages in automated mode, the recipients must have the consent to receive the messages, except in the cases expressly provided by law where consent is not required. Collecting the consent concerns both the recipients of the messages by e-mail and the recipients of the SMS messages. The Consent must necessarily comply with the requirements set forth in the applicable law and be therefore quoted, expressed, free, informed and referred to specific treatments. This constitutes an essential obligation on the part of the Customer. In the event of non-compliance, even for this purpose, of this essential obligation, SpazioDati reserves the right to terminate TOS pursuant to art. 8.7. It is understood that for the correct use of the data in the Atoka platform the user is required to refer to the further operational information at any time at the following link: https://atoka.io/faq. The Customer is required to verify the possible updating of such operating information that may be modified without notice by SpazioDati in accordance with organizational requirements and any regulatory changes that may occur.
2.5 - Additional functions and interoperability.
The Atoka Platform provides the Customer with functionality, tools and applications for integration with external software (“API” or “Interoperability Functions”). Through the APIs, the Customers can create custom integrations between the Atoka Platform and third-party applications in order to make it more convenient for any data updating automation. The Customer is solely responsible for the use of interoperability functions and undertakes to use them with appropriate tools and with respect to the contents of this TOS. The usage through Atoka Platform of features made available by third parties may be subject to the acceptance of the terms and conditions of such third parties.
2.6 - Cancellation of Customer Data.
After 10 (ten) days from the expiration date or termination of the TOS for any cause, SpazioDati will be entitled to cancel the data archived on behalf of the Customer in the Atoka Platform, including any residual claims as specified in Article 7.1. These data will be available to be consulted and downloadable freely by the Customer within the term indicated above using the normal functionality of the Atoka Platform. In the event of suspension of access to the Platform for Administrative Violations (see Article 4.2), the Customer will only be able to access after the cause of the blockage has been removed. Without prejudice to this possibility of cancellation, longer retention times may also be dictated by requirements other than those indicated in this TOS, in particular in the case of inspections by the Criminal Investigation Department or bodies responsible for any controls.
2.7 - Customer Support.
By merely accessory and instrumental fruition of the Atoka Platform, SpazioDati is committed to providing the Customer with technical support for reports related to the proper operation of the Atoka Platform in accordance with section 5 Minimum Functionality Guarantee.
Section 3. Properties and Trademarks; Third-Party Software
3.1 - The Owner of Atoka Platform.
SpazioDati is the sole exclusive owner of all rights and interests for the Atoka Platform, and any related Intellectual Property, including any resulting developments. Atoka is a registered trademark and the website, the Atoka Platform and the information contained therein, are the property of SpazioDati or, however, it has received a specific authorization for their use and disclosure to third parties by legitimate holders. Unauthorized copying and disclosure is prohibited in violation of Intellectual Property Rights.
In particular, the Customer declares that he is aware that the data obtained from this service is contained in a data bank protected under the terms and for the purposes of the copyright law. It is forbidden, inter alia, to reproduce and transfer, in whole or in part, by any means of such data.
However, the extraction and re-use of the whole or a substantial part of the same database as well as the extraction or re-use of non-substantial parts of its content are prohibited if such activities are repeated and systematic.
It is therefore forbidden to use any automatic data collection (so-called: scraper) practice and it is not allowed to make platform screenshots or to make automatic calls using the account assigned to the Customer.
It is understood that all information that the Customer will integrate into the platform by integrating, editing, and updating their company listings may be published by SpazioDati, subject to compliance with their quality standards and verifying the correctness of the data. Therefore SpazioDati as a result of the inclusion of the same data by the Customer on the platform, acquires the full intellectual property of the information it decides to publish and has the right to use without the Customer’s exclusive use rights on the data themselves.
Section 4. Economic terms and contractual duration
4.1 - Beginning, duration and termination of the Platform license.
The TOS is automatically renewed for an equal duration (eg 1, 3, 12, 24, 36 months, etc.) in the absence of a waiver that the Parties will be able to exercise until the expiration date of the TOS through the specific functionality inside of your personal account in Atoka. To cancel the subscription, simply click on your username in the upper right corner, once you have logged in to Atoka. In the drop-down menu that opens, click on “Invoice Preferences": in the next window click on the “Stop renewal” item on the right of the screen. The termination of the service will be confirmed by email to the address indicated in the user’s profile and will be effective from the next billing period, as indicated within the user account settings, unless otherwise agreed upon when the subscription ‘Subscription (eg quarterly, semi-annual or annual subscriptions with monthly payments’), in which case the deactivation of the service is permitted only after the deadline set for acceptance of the promotion. During the initial period of 5 (five) free trial days (so-called: Trial), the Customer may withdraw from the Atoka Platform license free, at no cost, at any time.
4.2 - Corresponding, billing and payments.
For the provision and use of the Atoka Platform, as well as for the provision and provision of ancillary and instrumental performances provided by this TOS and for the enjoyment of any further options offered by the Atoka Platform, to pay a periodic fee and / or a one-time fee in the times and in the ways indicated in the order “Online” if the purchase is made in such a manner. Notwithstanding the provisions of Articles 7.1 and 7.2 below. Payment may be made by wire transfer or credit card. In the event that the Customer fails to pay the fee as agreed above, SpazioDati may, at its sole discretion and at any time, disable the use of the Platform, upon notice to the Customer. After spending 10 (ten) calendar days without the Customer having provided the balance of the agreed amount, SpazioDati will be authorized to block the Customer’s access to the Platform and / or declare the termination of the contract right pursuant to art. 8.7 of this TOS and then delete all the data present, without prejudice to SpazioDati’s right to require in any case the payment of the entire fee under the TOS. The payment of all sums due to SpazioDati on the basis of this TOS can not be delayed or suspended for any reason, even in the presence of controversial pending disputes, notwithstanding Art. 1460 of the Italian Civil Code - that the Client may claim his rights only through a separate procedure and only after the fulfillment of his obligation to pay the fee. In the case of payment by credit card, we will activate the recurring payment method, which provides, at the date of renewal, the preauthorized automatic charge of the amount corresponding to the use of the Atoka Platform and the options already activated for a period of one year but without notice to be exercised by the Customer with express communication in accordance with the terms and conditions set out in Section 4.1. If the TOS automatic renewal is not successful for any reason (for example, but not limited to: overdue credit card or lack of necessary funds) this will result in immediate blocking of sending features and notification at the same time of non-payment to the Customer’s Administrative Contacts selected for receiving administrative information. After a further 10 (ten) calendar days without the Customer having made the payment, SpazioDati may block access to the Platform and / or declare the termination of the contract right pursuant to art. 8.7 of the TOS and proceed with the subsequent deletion of the Customer’s data, subject to the right of SpazioDati to collect and / or permanently retain the fees for the entire contract period. The Parties agree that in the event of a delay in payment of the aforementioned fee, the deadline for interest will be payable pursuant to Legislative Decree no. 231 of October 9, 2002 and subsequent amendments. The periodic fee of the Atoka Platform, its related options, ancillary services and assistance may be subject to annual variation from the next renewal. In the event of an increase, SpazioDati will inform the Customer, upon notice of at least 60 (sixty) days prior to the due date, by email communication to the Client’s email address identified in the administrative section of Administration Contacts compiled by the Customer. The new tariffs will be applied from the TOS renewal date and will remain unchanged at least for the next contract period. In the event that the Customer does not intend to accept the new tariffs, the Customer shall, in accordance with Article 4.1, cancel the Terms and Conditions; Failure to terminate within the terms of this TOS, which is to be deemed to be forfeit, will be considered as unconditional acceptance by the Customer of the new tariffs, which will therefore legitimately be applied from the date of renewal.
Section 5. Guaranteeing the minimum level of functionality
5.1 - Availability of Atoka Platform.
With the present TOS SpazioDati is obliged to make available the Atoka Platform with an up-time availability rate of 99%, 24 hours per day and 365 days per year. The Parties acknowledge that in any case, SpazioDati may not be charged with the non-availability of the Atoka Platform due to facts and circumstances attributable to the Customer or to any person whose behavior the Customer is required to answer, such as, but not limited to, the availability of a suitable Internet network at the Customer, hardware problems, software, and internal networks to the Customer’s organizational structure.
5.2 - Customer Support.
In an Instrumental and accessory way, to ensure the correct use and full functionality of the Atoka Platform, SpazioDati is committed to provide technical assistance for reporting on issues related to the proper operation of the Atoka Platform.
5.3 - List of authorized contacts to apply for assistance.
Technical support via Email, as described in point 5.2 above, will be provided by SpazioDati exclusively for contacts (Email addresses) previously entered by the Customer in the appropriate section of the Atoka Platform. It will be the exclusive charge of the Customer to keep this list constantly updated. SpazioDati will under no circumstances be liable for technical assistance provided as a result of missing / delayed updating or incorrect or negligent compilation by the Customer of the list of Administrative Contacts authorized to request assistance.
Section 6. Declarations, Warranties, Liability and Limitations
6.1 - Guaranteeing Customer Information Fairness. The Customer declares and warrants:
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(i) that all information provided by the Customer to SpazioDati is complete, correct and up-to-date, including the information contained in the relevant section, available within the Atoka Platform;
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(ii) to be legitimate and to authorize SpazioDati to exercise all the rights necessary to execute this TOS. Nothing in this article shall limit or exclude the liability of any of the Parties for serious misconduct, without prejudice to the exceptions provided in this TOS.
6.2 - Responsibility for Customer Failure.
The Customer undertakes to keep SpazioDati entirely free of any damages, loss, liability, costs, charges and expenses, including any legal fees, which would be incurred or sustained by SpazioDati or for which it was requested (i) the Customer has fulfilled the obligations assumed with the subscription of this TOS and (ii) the representations and warranties provided by the Customer with the subscription of this TOS have been made and are truthful, correct, complete, and not misleading. The Customer also undertakes to keep SpazioDati entirely free from any damages, losses, liabilities, costs, charges and expenses, including any legal expenses that would be incurred or sustained by SpazioDati or for which it was the subject of the request of payment, in any case connected to the sending of information contained within the Customer’s messages, even in claims for damages claimed by third parties to any title.
6.3 - Responsibility for using the platform.
The Customer acknowledges and recognizes that the use of the Atoka Platform will be in full compliance with this TOS and that consequently the Customer will be solely and directly liable. The Customer undertakes to communicate and subscribe to its employees and to anyone who will have access to the Atoka Platform on the basis of existing relationship with Customer, the obligation to comply with the obligations arising from this TOS, ascertaining in any case that they are aware of it and are committed to doing everything possible to ensure that these obligations are observed in a timely fashion. SpazioDati and its employees and / or collaborators are not responsible for the use of the Atoka Platform by the Customer and for this purpose the Customer irrevocably obliges, expressly granting third parties the benefit of declaring that they want to profit, keep in full free and disguised SpazioDati and its employees and collaborators from any damages or prejudice, either contractually or non-contractually, that would derive, directly or indirectly, from the use of the Atoka Platform and the execution of this TOS by the Customer. Such provisions remain valid and effective even after the termination of the effects of this TOS, for any case that has occurred, including the expiry of the terms, resolution or withdrawal of the TOS.
6.4 - Failures due to external events.
SpazioDati will not be held responsible in any way for the malfunction of the Atoka Platform or of the impossibility or difficulty of performing the ancillary services arising from the responsibilities of the telephone, electrical and national network operators, as an example but not exhaustive following breakdowns, overloads, interruptions, etc.
6.5 - Causes of major force.
SpazioDati shall not be held responsible in any way for any failure to comply with this TOS arising out of causes outside its own sphere of reasonable control or for causes of major force or unforeseeable circumstances, such as, but not limited to, popular tumults, terrorism acts and war, strikes, riots, air trumpets, hurricanes, floods, fires, landslides and landslides.
6.6 - Interruptions because of exceptional events.
SpazioDati is committed to maintain the efficiency and functionality of the Atoka Platform; If it is forced to interrupt its use for exceptional or maintenance events, it will be as short interruptions or suspensions as possible, providing timely updates to the Customer. SpazioDati will define the appropriate access procedures and reserves the right to improve them at any time; It will also provide the Customer, upon request, all the technical specifications for accessing the Atoka Platform and making proper use of it in accordance with this TOS.
6.7 - Failure by third parties.
SpazioDati will also not be liable for third party behaviors or omissions that affect the operation of the Atoka Platform, including, but not limited to, slowdowns or failure of telephone lines and computers handling telematic traffic between the Customer and the Atoka Platform.
6.8 - Third Party Services.
In case the Customer uses the Atoka Platform functionality provided by third parties, including network operators, the following predictions will apply: SpazioDati allows access to such features, subject to their being subject to terms, conditions, and limitations imposed by its suppliers and that in no case SpazioDati will be liable for the failure or incorrect operation of the same. In case third parties change, suspend or interrupt the provision of such functionality, SpazioDati may consequently change, suspend or interrupt access to such services without notice. Additionally, SpazioDati will be authorized to suspend the use of the Atoka Platform that is directly dependent on the services offered by such third parties. In any case, SpazioDati reserves the right to use different providers to ensure the functionality of the Atoka Platform, where necessary. In this regard, the Customer authorizes SpazioDati to provide these third parties with all the necessary information.
6.9 - Limitation of Liability.
Without prejudice to cases of serious or gross negligence, the liability of SpazioDati for failure to comply with this TOS can in no case exceed the amount of 20% of the amount paid by the Customer to SpazioDati during the period between the date of the last Renewal / expiration of the platform license, or between the Activation Date unless there is any subsequent renewal / expiration date and the date on which, in contract terms, the damage was first verified by referring to the consideration periodical period above, proportionally to the period mentioned above, up to a maximum of 12 months.
Section 7. The ownership of the data regarding the use of the platform by Customers and conditions of use of the platform itself
7.1 - Data Aggregates.
As agreed between the parties, SpazioDati has all the rights to use the statistical information, data and aggregate analysis thereof, resulting from the use of the Atoka Platform by its Customers. Such aggregated data does not include personal data and the Customer expressly authorizes SpazioDati to use the same in order to improve the functionality of the Atoka Platform or at the end of statistical information, which is always published in aggregate form.
7.2 - Publicity.
The Customer authorizes SpazioDati to use their name and logo in presentations, marketing materials, customer lists, financial reports. Except as provided in art. 3.1 and 3.2 of this TOS, the use by the Customer of the logo, trade name and any other distinctive sign related to the Atoka Platform must be previously requested by the Customer in written and authorized form, always in written form, from SpazioDati.
7.3 - Free trial.
Atoka can offer free trial periods of the Atoka Platform to new Customers.
7.4 - Customer Data Processing Mode.
Based on the personal data provided by the law, any information related exclusively to a natural person, the Customer acknowledges that SpazioDati will process the data (including those related to its own delegates and appointed by him to manage the relations with SpazioDati), in accordance with current legislation and, as indicated in the information provided by art. 13 Legislative Decree 196/03 (viewable here), without the need to acquire immediate consent from the Customer (pursuant to Article 23 of Legislative Decree 196/03) because, inter alia, the processing of such data is necessary to execute a TOS of which is part of the Customer, exclusively and solely for the purpose of carrying out the services provided in this TOS.
7.5 - Validity modifications and / or integrations.
SpazioDati may unilaterally modify the Terms of Use and the TOS of the license for use. Any modification will be effective from the moment the Customer accepts the new version of the same Terms of Use and / or TOS of the license and the subsequent use of the Atoka Platform is understood as acceptance of the same modifications and / or integrations by the Customer. In case the Customer does not intend to accept the above modifications and / or additions, he must inform SpazioDati that he reserves the right to terminate the TOS.
7.6 - Expressive clause.
This TOS will automatically be resolved in accordance with Article 1456 of the Italian Civil Code, by simple written communication sent by email and / or PEC in cases of default of the essential obligations contained in Articles 2.4 - Consent of message recipients, 4.2 - Consideration, invoicing and payments. In any case, SpazioDati’s right to demand the payment of the fee for the whole agreed period and / or to retain it in full, even if not fully utilized, remains unjudged.
7.7 - Validity of contractual clauses.
The terms of this TOS are fully effective and accepted by the Customer even if they are used in a non-inertial and / or temporary way by the functionality provided by SpazioDati.
7.8 - Tax burdens.
Any tax burdens arising from the execution of the TOS, including any advertising tax, is borne by the Customer.
7.9 - Applicable law and jurisdiction.
This TOS is regulated and interpreted in accordance with Italian law, and the Parties expressly agree that any dispute regarding the validity, effectiveness, interpretation and execution of this TOS will be subject to exclusive jurisdiction of the Forum of Trento.
7.10 - Final Clauses.
This TOS, which forms an integral part of and substantially all of the annexes mentioned herein, abrogates and supersedes any previous agreement, understanding, negotiation, written or oral agreement concerning the subject matter of this TOS. In case one of the Parties does not promptly rely on the rights recognized by one or more clauses in this TOS can not be understood as a general renunciation and pay off on the rights and duties in the established clause, nor will it prevent that party from subsequently claiming the punctual and strict observance of any and all contractual clauses. Should one or more clauses in this TOS be declared void or ineffective by the competent judicial authority, the remaining TOS will continue to be valid between the Parties, unless such clause has been a decisive factor in the conclusion of this contract.