PoleNet Management System
TERMS AND CONDITIONS FOR THE UTILIZATION OF THE POLENET SOFTWARE
(the "Agreement")
- PoleNet is a hosted service developed and owned by MT Communications s.r.l. ("MTCom").
- MTCom hereby grants to the registered user (the "Customer") a free non-exclusive licence to utilize the PoleNet hosted service by means of a supported web browser for the internal business purposes of the Customer.
- The Customer may be an individual, a legal entity or an individual working for a legal entity.
- The Customer shall pay no charges to MTCom in accordance with this Agreement.
- PoleNet must not be used at any point in time by more than 1 concurrent user per Customer.
- The Customer must not sub-license its rights to access and use PoleNet.
- The Customer has no right to access the PoleNet software code.
- The Customer must not make or attempt to make any alteration to the platform used by MTCom to provide the hosted services, including the PoleNet application and database software, the system, the server software used to provide the hosted service and the computer hardware on which that application, database, system and server software is installed.
- The Customer warrants that it will not reverse engineer, disassemble, or otherwise attempt to derive the source code or parts of it form of the PoleNet hosted service.
- Without any obligation to do so, MTCom will create a periodic back-up copy of the Customer's data and will retain and securely store the most recent copy (the "Copy") for a minimum period of 30 days. Following receipt of a written request from the Customer and a subsequent agreement on terms and conditions between MTCom and the Customer, MTCom might restore to the platform the Customer data stored in the Copy.
- The Customer must not use PoleNet in any way that causes, or may cause, damage to the hosted service or its platform or impairment of the availability or accessibility of the hosted service itself.
- The Customer must not use PoleNet in any way that is unlawful, illegal, fraudulent or harmful or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
- MTCom might provide maintenance, update and/or upgrade services to the PoleNet hosted service and/or its platform, and although MTCom shall try to provide the Customer, whenever practicable, with sufficient notice of scheduled maintenance, update and/or upgrade service that might affect the availability of the PoleNet hosted service or might have a material negative impact upon it, it is not under any obligation to do so and is not liable for failure to provide such notice or for any damage deriving from such failure or from the maintenance, update and/or upgrade services themselves.
- MTCom is not under any obligation to provide support or training services to the Customer.
- MTCom will keep the Customer's data strictly confidential, will not disclose the Customer data to any person without the Customer's prior written consent, will use the same degree of care to protect the confidentiality of the Customer's data as MTCom uses to protect its own confidential information of a similar nature and will act in good faith at all times in relation to the confidentiality of the Customer's data.
- The commitment to confidentiality imposes no obligations upon MTCom with respect to Customer data that are known to MTCom before disclosure under this Agreement and are not subject to any other obligation of confidentiality, are or become publicly known through no act or default of MTCom or are obtained by MTCom from a third party in circumstances where MTCom has no reason to believe that there has been a breach of an obligation of confidentiality.
- The restrictions regarding confidentiality outlined in this Agreement do not apply to the extent that any Customer confidential data are required to be disclosed by any law or regulation or by any judicial or governmental order or request.
- The Customer hereby grants to MTCom a free non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer data provided through the Customer's utilization of the PoleNet hosted service to the extent reasonably required for the provisioning of a satisfactory service to all Customers.
- The Customer warrants to MTCom that the Customer's data provided through the utilization of the PoleNet service do not and will not infringe the intellectual property rights or other legal rights of any person or legal entity and do not and will not breach the provisions of any law, statute or regulation in any jurisdiction and under any applicable law.
- Nothing in this Agreement shall operate to assign or transfer any intellectual property rights from MTCom to the Customer.
- MTCom shall not be liable in respect of any loss or corruption of any data, database or software;
- MTCom shall not be liable to the Customer in respect of any loss of profits, anticipated savings, revenues, income, production, business, contracts or opportunities arising, or claimed as a result of Customer's utilization of the PoleNet hosted service.
- MTCom is not responsible nor liable, under any circumstance, for downtime or lack of the hosted service availability caused directly or indirectly by itself or by any third party.
- MTCom is and shall not be liable to the Customer or any third party in respect of any special, indirect or consequential loss or damage arising or claimed as a result of Customer's utilization of the PoleNet hosted service.
- The Customer agrees to fully indemnify, defend and hold MTCom harmless from any claim brought upon or against MTCom in conjunction with the utilization of the PoleNet hosted service by the Customer.
- MTCom is under no obligation to ensure, and does not warrant that, the platform and PoleNet hosted service conform with the hosted service specification or technical and operating manuals, that the PoleNet hosted service is free from defects, that the application of updates and/or upgrades to the platform and the hosted service will not introduce any defects or malfunctioning into the hosted services, and that the platform and the hosted service incorporate any security features.
- The Customer acknowledges that software is never wholly free from defects, errors, bugs and security vulnerabilities: MTCom provides no warranty or representation that the PoleNet hosted services is or will be free from defects, errors, bugs and security vulnerabilities.
- MTCom does not warrant or represent that the PoleNet hosted services is or will be compatible with any software or systems or platforms utilized by the Customer.
- The Customer warrants to MTCom that the Customer has the legal rights to disclose all data that it discloses to MTCom through the utilization of PoleNet.
- Except to the extent expressly provided otherwise in this Agreement, MTCom does not warrant or represent that the PoleNet hosted service or the use of the PoleNet hosted services by the Customer will not give rise to any legal liability on the part of the Customer or any other third party.
- MTCom reserves the right to immediately suspend or terminate, at its sole discretion, the provision of PoleNet hosted services whenever it feels appropriate or necessary to do so, for whatever reason.
- MTCom may terminate this Agreement, at its sole discretion and for whatever reason, by giving to the Customer written notice of termination.
- This Agreement will immediately terminate, with or without any notice of termination by MTCom to the Customer, if the Customer commits a material breach of this Agreement, and
a) if the Customer is a legal entity and is dissolved, ceases to conduct all or substantially all of its business, is or becomes insolvent or is declared insolvent or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors, if an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the Customer, an order is made for the winding up of the of the Customer or the Customer passes a resolution for its winding up or,
b)if the Customer is an individual, the Customer dies, or becomes incapable of managing his or her own affairs or is the subject of a bankruptcy petition or order.
- MTCom may subcontract or assign any or all its obligations under this Agreement without the prior written consent of the Customer, and without any obligation to inform the Customer thereof.
- MTCom may, at any time, and at its sole discretion, modify this Agreement and the terms and conditions of use of the PoleNet hosted service, with or without notice to the Customer; any such modification will be effective immediately upon public posting, and the Customer's continued use of the PolNet hosted service following any such modification constitutes the Customer's acceptance of the modified Terms.
- MTCom reserves the right to agree different terms and conditions with different Customers, at MTCom sole discretion, and it is not under any obligation to providethe same terms and conditions to all Customers for the utilization of the PoleNet hosted service
- MTCom warrants to the Customer that it has the legal rights and authority to enter into this Agreement and to perform its obligations under this Agreement;
- The Customer warrants to MTCom that it has the legal rights and authority to enter into this Agreement and to perform its obligations under this Agreement;
- This Agreement is drafted in the English language: the Customer confirms that it has knowledge of business English and has read, understood and acknowledged all articles of this Agreement.
- If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
- This Agreement shall be governed by and construed in accordance with the Italian law; the courts of Milan, Italy shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
