TERMS OF SERVICE

 

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING THE “ACCEPT” BUTTON YOU AGREE TO THESE TERMS OF SERVICE.

THESE TERMS OF SERVICE CONSTITUTE AN AGREEMENT (THIS “AGREEMENT”) BY AND BETWEEN PULSAR S.R.L. (“PROVIDER”) AND EACH CUSTOMER AND/OR USER OF TISSUEPLS ONLINE SIMULATOR SERVICE (HEREINAFTER “RECIPIENT”).

IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL. 

BY ACCEPTING THIS AGREEMENT YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.

 

1.   Definitions

(a)    "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. 

(b)   “Account” refers to the Service plans and features selected by Recipient through Provider’s customer portal at the time of enrollment and accepted by Provider, as such plans and features may change by mutual consent of the parties, as recorded by Provider through such portal.

(c)   “AUP” refers to Provider’s acceptable use policy, posted at www.plstissue.com as such policy may change from time to time.

(d)   “Authorized Representative” refers to any legal entity which is appointed by Pulsar as its representative.

(e)   “Effective Date” refers to the date of commencement of the Service as listed in Recipient’s Account.

(f)    “Materials” refers to written and graphical content provided by or through the Service, including, without limitation, text, photographs, illustrations, and designs, whether provided by Provider, another customer of the Service, or any other third party.

(g)   “Recipient Data” refers to data in electronic form input or collected through the Service by or from Recipient.

(h)   “Privacy Policy” refers to Provider’s privacy policy, posted at www.plstissue.com as such policy may change from time to time.

(i)    “Service” refers to Provider’s “Plstissue Online Layout Simulator Service” (hereafter also “Plstissue Online Services”). With Plstissue Online Layout Simulator Service is possible to design new movimentation and transport solutions for the Tissue industry, compare process machinery present on the market and simulate their productive capacity. The Service includes such features and different levels of subscription as are set forth on Provider’s website (www.plstissue.com) as Provider may change such features and plans from time to time, in its sole discretion.

(j)    "Users" means individuals who are authorized by You to use Provider’s “Online Layout Simulator Service” or its Free Edition, for whom subscriptions have been acquired pursuant to this Agreement, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents; or third parties with which You transact business.

(k)   "We," " Us" or " Our" means Pulsar S.r.l., with registered office in via Marino Serenari, 29 40013 Castel Maggiore (BO) Italy, tax code 03812660375 and VAT number 00664561206, fully paid-up share capital of Euro 90.000,00.

(l)    "You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.

(m) “Service Level Agreement” (hereinafter “SLA”) is the part of the present Agreement defining the terms under which the Service is delivered from Provider to Recipient.

2.   Payment

Recipient will pay Provider such Service fees as are required in Recipient’s Account, due on the day before the start of the calendar month of Service.

3.   Service Level Agreement

1.     "Downtime" means the percentage of time in a calendar month that the Tissuepls Online Services are unavailable for access, as measured by Pulsar.

2.     "Service Extension" means an extension of your paid-for Pulsar account, at your service level as at the time of the outage.

3.     100% uptime is our goal. Should uptime for any calendar month fall below 99.9%, we will issue you a Service Extension as follows:

a.     Uptime 99.5% – 99.9%: 3 day extension

b.     Uptime 95.0% – 99.5%: 5 day extension

c.     Uptime < 95%: 15 day extension

4.     No Service Extension will be awarded in the following circumstances:

a.     Circumstances beyond Pulsar's reasonable control, including but not limited to war, terrorism, labor disturbance, interruption of telecommunications, failure of third party software or services, or acts of God.

b.     Network issues outside the control of Pulsar, including DNS and connectivity problems.

c.     Errors in the Pulsar uptime measurement system.

d.     Acts or omissions by Pulsar users.

e.     Free accounts.

f.      Downtime that has been advised to you 72 hours in advance ("scheduled maintenance").

g.     Downtime resulting from individual periods of non-availability lasting less than ten minutes.

5.     To receive a Service Extension you must contact us within 10 days of becoming eligible to receive it.

6.     You must provide details of the extension requested and supporting documentation, such as logfiles showing the non-availability of the service.

7.     This SLA is your sole and exclusive remedy for any failure by Pulsar to provide the Service.

4.   Materials, Software, & Intellectual Property

1.     Materials. Recipient recognizes and agrees that: (i) the Materials are the property of Provider or its licensors and are protected by copyright, trademark, and other intellectual property laws; and (ii) Recipient does not acquire any right, title, or interest in or to the Materials except the limited and temporary right to use them as necessary for Recipient’s use of the Service.

2.     The contents of the Service are the sole property of Pulsar and / or other holders of rights and can be viewed, downloaded and printed for personal use only.

3.     IP in General. Provider retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service and all logos and trademarks reproduced through the Service, and this Agreement does not grant Recipient any intellectual property rights in or to the Service or any of its components.

5.   Online Policies

1.     AUP. Recipient will have to comply with the AUP. In the event of Recipient’s material breach of the AUP, including without limitation any copyright infringement, Provider may suspend or terminate Recipient’s access to the Service, in addition to such other remedies as Provider may have at law or pursuant to this Agreement. Neither this Agreement nor the AUP requires that Provider take any action against Recipient or any other customer for violating the AUP, but Provider is free to take any such action it sees fit.

2.     Privacy Policy. The Privacy Policy applies only to the Service and does not apply to any third party site or service linked to the Service or recommended or referred to through the Service or by Provider’s employees.

6.   Each Party’s Warranties

1.     Recipient’s Identity. Recipient warrants: (i) that it has accurately identified itself through its Account and will maintain the accuracy of such identification; and (ii) that it is a corporation or other business entity authorized to do business pursuant to applicable law or an individual 18 years or older.

2.     Right to Do Business. Each party warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.

3.     Recipient agrees to pay the price of the Service purchased in the time and manner specified in the Agreement and to communicate to the Provider all necessary data to make possible the proper performance of the Service.

4.     In no event shall the Recipient will be liable for delays or mistakes in the payment if he proves that he made ​​the payment in the same time and manner specified by the Provider.

5.     The information contained in this Agreement have been already examined and accepted by the Recipient, who acknowledges, as this step is mandatory before purchase confirmation.

6.     Except as specifically provided to the Provider by this section 6, to be considered here explicitly stated, the same undertakes to provide the Service with the utmost diligence, good faith and fairness.

7.     Disclaimers. Except for the express warranties specified in this section 6, THE SERVICE IS PROVIDED “AS IS” AND AS AVAILABLE, AND PROVIDER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. Without limiting the generality of the foregoing, (i) PROVIDER HAS NO OBLIGATION TO INDEMNIFY OR DEFEND RECIPIENT AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; and (ii) Provider does not warrant that the Service will perform without error or immaterial interruption.

7.   Limitation of Liability

1.     IN NO EVENT WILL PROVIDER’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED what has been paid by the Recipient for the Service.

2.     Provider assumes no liability for disruptions caused by force majeure occurred, in case it fails to execute the Account within the time stipulated in the contract or comes to rest in the position of not being able to provide the Service in whole or in part as promised. Provider shall not be liable to the Recipient, except in cases of willful misconduct or gross negligence, for outages or malfunctions associated with the use of the Internet outside of its control or its sub-contractors. Provider will not be liable for any damages, losses and costs incurred by the Recipient as a result of breach of contract for reasons not attributable to him, INCLUDING AMONG OTHER THAN THOSE FOR LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION 'OR RESULTING FROM LOSS OF TIME OR FOR ANY DAMAGES WHATSOEVER (INCLUDING THOSE DAMAGES CAUSED BY NEGLIGENCE OR OTHER INFRINGEMENT) ARISING OUT OF THE USE OF ANY CONTENT OF THE WEBSITE OR THE INABILITY TO USE THE SAME, OR THE LINKS TO OTHER WEB SITES, EVEN IF PULSAR OR AN AUTHORIZED REPRESENTATIVE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Provider assumes no responsibility for any fraudulent or illegal use that may be made ​​by third parties, credit cards, checks and other means of payment, at the time of payment of the Service purchased, if he proves that he took all possible precautions based on the best knowledge and experience of the moment and on the basis of ordinary diligence.

3.     If applicable law limits the application of the provisions of this Section 7, Provider’s liability will be limited to the maximum extent permissible.

4.     Provider does not warrant that the projection of costs obtained through the Service reflects real actual costs of production. Project of costs are estimate only.

8.   Confidentiality Protection and Data Management

1.     Provider protects the privacy of its users and guarantees that the data processing complies with the provisions of the Italian privacy legislation of Legislative Decree no. 196/2003.

2.     Personal data collected directly and/or through third parties by the Provider holder of the data are collected and processed in printed, computing and telematic, in relation to the treatment modality with the purpose of registering the Account and start the procedures for the execution of this Agreement and the necessary communications, as well as the fulfillment of any legal obligations, as well as for the effective handing of business relations to the extent necessary to perform the best service required (Article 24, paragraph 1, letter. b, Legislative Decree no. 196/2003).

3.     Provider undertakes to treat as confidential data and information provided by the Recipient and not to disclose to unauthorized persons, or to use them for purposes other than those for which they were collected or to transmit them to third parties. This information may be disclosed only upon request of a judicial or other authority authorized by law.

4.     Personal data will be disclosed only to persons assigned to perform the activities necessary for the execution of this Agreement and communicated exclusively for that purpose.

5.     The Recipient have all rights under Art. 7 of Legislative Decree 196/2003, including the right to obtain:

a.     updating, rectification or, when interested, integration of data;

b.     the cancellation, transformation into anonymous form or blocking of data processed unlawfully, including data which need not be kept for the purposes for which the data were collected or subsequently processed;

c.     certification that the operations in letters a) and b) have been notified, as also related to their contents, to those to whom the data were communicated or disseminated, unless this requirement proves impossible or involves the use of means manifestly disproportionate to the protected right. The interested party has the right to object, in whole or in part: i) for legitimate reasons the processing of personal data concerning him, even though pertinent to the collection purpose; ii) the processing of personal data concerning him for the purpose of sending advertising materials or direct selling or for carrying out market research or commercial communication.

6.     The communication of personal data by the Recipient is a necessary condition for the proper and timely execution of this Agreement. Failing that, it will not be possible to progress the application of the Recipient itself.

7.     In any case, the data collected will be kept for a period of time no longer than necessary for the purposes for which they were collected or subsequently processed. Their removal will take place in a secure manner pursuant to the Privacy Policy.

8.     Responsible of the collection and processing of personal data, it is the Provider, to which the purchaser may direct every request and Heroku, Inc., 321 11th St, San Francisco, CA 94103 in quality of autonomous data supervisor of the treatment, for the purposes related to the management of information systems and the security of information systems themselves.

9.   Term & Termination

1.     Term. This Agreement will continue for 12 months following the Effective Date (a “Term”). Thereafter, this Agreement will renew for subsequent terms (“Terms”) of 12 months, unless either party notifies the other of its intent not to renew 30 or more days before the beginning of the next Term.

2.     Termination for Cause. Either party may terminate this Agreement for material breach by written notice, effective in 30 days, unless the other party first cures such breach.

3.     The obligations referred to in paragraph 6, taken by the recipient, as well as security for completion of the payment made by the Recipient with the means referred to in paragraph 2, and also the exact fulfillment of the obligations assumed by the Provider, are essential, so that by express agreement of the breach only one of these obligations, if not determined, by unforeseeable circumstances or force majeure, result in the termination of the contract under 1456 cc (Italian Civil Code), without any judicial decision.

4.     Effects of Termination. The following provisions will survive termination of this Agreement: (i) any obligation of Recipient to pay for Service rendered before termination; (ii) Sections 4, 5.2, 6.3, and 7 of this Agreement; and (iii) any other provision of this Agreement that must survive termination to fulfill its essential purpose.

10.        Miscellaneous

1.     Notices. Provider may send notices pursuant to this Agreement to Recipient’s contact points listed in Recipient’s Account, and such notices will be deemed received 30 days after they are sent. Recipient may send notices pursuant to this Agreement to Provider and such notices will be deemed received 30 days after they are sent.

2.     Amendment. Provider may amend this Agreement (including the SLA) from time to time by posting an amended version at its website and posting on the website’s homepage written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Recipient first gives Provider written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Recipient’s next Term following the Proposed Amendment Date (unless Recipient first terminates this Agreement pursuant to Section 9 above). Recipient’s continued use of the Service following the effective date of an amendment will confirm Recipient’s consent thereto. This Agreement may not be amended in any other way except through a written agreement executed by Authorized Representatives of each party.

3.     Assignment & Successors. Neither party may assign this Agreement or any of its rights or obligations hereunder without the other’s express written consent, except that either party may assign this Agreement to the surviving party in a merger of that party into another entity. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.

4.     Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of the Republic of Italy without reference to Italian domestic principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction of the court of Bologna. For legal purposes, the Italian text of this Agreement shall prevail with respect to translations in other languages ​​of use of the Portal.