General Conditions of Use of the Landing Pages Manager Service

The service named LANDING PAGES MANAGER (hereinafter, the Service), described herein and offered to the user (the User), is provided by AGENZIA BRAND SRL (AB) with offices in Milano, Ripa di P.ta Ticinese 49, on the basis of the following General Conditions of Use of the Service (GCUS).

AB reserves the right to modify the GCUS at any moment and without prior notice. The User may check at all times the currently valid text of the GCUS, as updated by AB, by sending a request to info@agenziabrand.it, or by viewing it in the personal area of the website.

AB may furthermore offer additional services to be regulated by different general conditions depending on the circumstances. In such cases, the GCUS shall not apply to these special services.

02 – Description of the service

LANDING PAGES MANAGER is a service marketed by AB and accessible via the Internet in the SaaS (Software as a Service) area. It enables the User to create and manage LANDING PAGES.

By means of this service, which does not grant any licence, implicitly or otherwise, to use the software owned by AB, LANDING PAGES MANAGER provides for the storage of data for statistical computation, storage and security. Back-ups are made at regular intervals of the data contained in the database and an extra copy is kept in an external environment.

Unless expressly indicated to the contrary, any modification to the Service that alters the manner of its use with respect to its current form, or the launch of new services, shall be subject to, and therefore regulated by, the GCUS.

In order to use the Service, it is necessary to obtain access to the World Wide Web (Internet), either directly or by means of other tools that enable access to content located on the Web, and to pay the fees relating to such access. For this purpose, the Contracting Party explicitly authorizes, without any limitation whatsoever, the use of data and/or databanks made available by this same Contracting Party.

It is necessary, moreover, for Users to acquire the necessary equipment for connection to the World Wide Web, including a computer, a modem/router and any equipment as may be necessary for the User to be connected.

AB does not guarantee the availability at any specific place or time and nor with any specific level of quality of the internet infrastructure necessary for transfer of the data. In particular, it does not guarantee that operations for data transfer or transmittal to LANDING PAGES MANAGER can be performed within a pre-established period of time.

03 – Obligations concerning the registration

In order to use the Service, the User undertakes to:

a) Provide the company information (Registration Data) requested during the registration procedure, ensuring that it is up-to-date, complete and truthful;

b) Update the Registration Data immediately and constantly to ensure that it is always updated, complete and truthful.

If the User provides information that is false, inaccurate, not updated or incomplete, or if AB deems, on the basis of its own discretional assessment, that the information provided by the User is false, inaccurate, not updated or incomplete, AB shall in any case be entitled to deactivate the User’s account, temporarily or permanently, and to prevent the said User from making any further use of the Service whatsoever.

c) Users shall moreover be liable for data inserted by themselves, or which they have caused to have inserted, concerning their dealers, agents or any type of sales network.

04 – Information on the protection of personal data

The Registration Data, and any other information that may be associated, directly or indirectly, with a specific User, is gathered and used in compliance with Law Decree no. 196/2003 (Personal Data Protection Law). As per and pursuant to Article 13 of the Personal Data Protection Law, AB states that:

4.a. With regard to any dissemination and/or communication of the data gathered and/or supplied in view of the use of the Service offered, these, in compliance with the regulations concerned, may be communicated and/or disseminated if this is a specific legal obligation, and/or in fulfilment of a legal obligation.

The Registration Data provided by the User are gathered and used by AB, including by using IT tools and procedures, for the following purposes: (i) purposes directly related to and instrumental to provision and management of the Service, in compliance with the GCUS in force; (ii) with the User’s prior consent, commercial information, marketing and market surveys, mailing of advertising material related to Business Communication products and services; (iii) with the User’s prior consent, surveys on the quality of the Services and the level of customer satisfaction, conducted both directly and in collaboration with specialized companies; (iv) surveys of a statistical nature. For purposes linked to the centralized provision at group level of IT activities and/or activities instrumental to management of the Service, certain personal data may be stored on IT supports of other companies for these same purposes.

4.b. Provision of the Registration Data is voluntary. However, failure, even partial, to supply those data indicated as necessary for the purposes indicated in paragraph 4.a (i) above, will make it impossible for AB to proceed with the provision of the Service. Failure to supply those data not expressly indicated as necessary for the purposes as per paragraph 4.a (i) above, shall not affect the provision of the Service in any way whatsoever.

Adhesion to this Service shall authorize AB to use the data provided, both for the execution of the Service itself and for marketing and/or advertising communication purposes.

4.c. Certain data may be communicated by AB, for all the purposes indicated under paragraph 4.a above, to other companies of the AB Group or to third parties appointed to perform activities directly linked to and instrumental to the provision and distribution of the Service. With a view to possible participation by AB in an international group, or for organizational necessities linked to centralized provision at group level of IT activities and/or activities instrumental to management of the Service, some of the User’s personal data may be made available abroad, both to EU and non-EU countries. The addressees of such communications and transfers will be the local foreign branches of the AB Group, which will use such data for the same purposes as those for which AB has gathered the said data.

4.d. The Data Controller is AGENZIA BRAND SRL (AB) with offices in Milan, Ripa di Porta Ticinese 49, ZIP code 20143.

4.e. Article 7 of the Personal data Protection Law confers upon Users the possibility to exercise specific rights, including the right to obtain from the Data Controller confirmation of the existence or non-existence of their personal data and to have them made available in intelligible form; the right to be informed of the origin of the data, as well as the logic and purpose on which the processing is based; the right to have data cancelled, transformed into anonymous form or blocked if it is being processed illegally; the right to have the data updated, amended or, if there is justified reason, supplemented; the right to object to processing, for legitimate reasons, or to object, at any moment, to processing aimed at marketing and commercial information [the text of Art. 7 states: ...to the processing of data concerning him/her for the purposes of sending advertising material or for direct sales or for the performance of market research. Users wishing to exercise such rights may contact AB directly.

By accepting these GCUS, Users authorize AB to gather, communicate and transfer their personal data, to the entities, within the limits and for the purposes indicated in the present note.

05 – Account and Password

At the end of the procedure for registration to the Service, the User will be assigned a confidential account (User ID) and password (Access Data). The said User shall have exclusive liability for these, as well as for all activities performed through their use. Users therefore undertake to:

5.a. Inform AB immediately of any unauthorized use of their password or account, as well as any other infringement of the security regulations of which they become aware;

5.b. Logout from their account at the end of each session. AB shall not under any circumstances be held liable for damage deriving from failure to comply with the present Article 5.

Users declare their awareness that authentication, for the purpose of access to the Service, is limited to verification of the User Name and the Password used by these same. Users are therefore liable for the custody and correct use of their account, User Name and password for access to the Service, as well as for any harmful or prejudicial consequence that may be incurred by AB or by third parties, as a result of incorrect use, loss, theft and/or impairment to the confidentiality of the account, the User Name and the User’s password.

All operations performed by means of the account, the User name and the User’s password shall result in automatic attribution to the said User of the operations performed and the requests made, without any exception whatsoever. The User recognizes and takes note that AB shall always be entitled to produce, as evidence of operations performed by the User and – more generally – of its relations with the said User, proofs obtainable from the IT procedures and systems used by AB to regulate access to the Service.

Users may communicate the Access Data exclusively to such of their employees as need to use the said Data to perform their duties. A User who becomes aware that this Data is being used in a manner not compliant with the provisions of this contract shall inform AB immediately. Upon receiving such information, AB may disable access to the Service. In such a case, the Service will be reactivated only after AB has received suitable written communication from the User.

06 – Conservation of data

AB undertakes to implement solutions aimed at confidentiality and security of data storage, but shall not be liable for the correctness, compliance and exactness of the data inserted.

AB undertakes, as of the present GCUS, to safeguard the data inserted by the User while at the same time making them available for processing with the instruments offered by the Service.

The said data shall in any case remain accessible from the User’s offices through the World Wide Web and at the disposal of the Supervisory Authorities.

AB undertakes to make the files available to its customers throughout the term of the contract; the said files shall also remain available for a supplementary period of 6 months as from the date of the last service invoiced.

AB undertakes to allow its active customers (customers who have generated an invoicing cycle not more than 6 months old) access to their data. All data referring to non-active customers (those who have not generated an invoicing cycle during the previous 6 months) will no longer be made available.

07 – Installation of additional software

If necessary, one or more programmes will be activated on the LANDING PAGES MANAGER service that may be saved in the user’s computer in order to make the Service possible.

If the User does not allow the installation of such software, or is unable to allow its installation, it may be impossible to provide the Service.

08 – Account, User Name and Password – Suspension, Interruption of the Service

The User recognizes and accepts that AB may, at its sole and exclusive discretion, deactivate the User’s password and account or interrupt their use of the Service, in the case that the said AB deems that the User has infringed the spirit and letter of the GCUS or acted in a manner that is incompatible with or contrary to the said GCUS.

The User recognizes and accepts that any suspension or interruption of access to the Service for the purpose of the present GCUS, may take place without prior notice.

If the Service is interrupted, terminated or suspended for reasons of force majeure, AB will do everything possible to maintain the registrations and enable the User to recover them, but shall nevertheless not assume any related duty or obligation. No other entitlement shall be due to the User.

09 – Fee

The Service is provided by AB in return for the payment of an agreed consideration.

The User undertakes to pay the fee and to pay for the services, by an agreed system of payment, or, as per the current price list, the User must always have a duly paid fee or sufficient prepaid credit in order to be able to use the CAMPAIGN MANAGEMENT SERVICE.

The fee includes possibility to make an unlimited number of accesses to the software on the basis of the contract. The space made available to the entity for document storage (see negotiated Annexes) is 500 MB. AB reserves the right to charge an extra fee if the space used exceeds this limit, without prejudice to the User’s right not to accept it as described in the Article below.

Failure by the User to communicate their banking particulars, if requested by AB, shall result in temporary suspension of the Service.

In the case of late payment or non-payment of the fee, AB shall be entitled to deny the User access to the Service and to cancel all the said User’s data.

It shall in any case be the responsibility of the User, within the date of deactivation of the Service, to request recovery of their data from the system. After the date of deactivation of the Service, it will no longer be possible to recover the data. After 180 days have passed since the date of the last invoicing cycle generated, all data will be cancelled.

The entity shall be entitled to request, free of charge, a simple abstract of the tables contained in the database and a copy of the documents (please see PDF of negotiated Annexes) present in the system.

The fee does not include the percentage related to management of the budget assigned to each campaign.

10 - Term

This contract shall have a term of one year and shall be tacitly renewed from year to year.

This contract may be cancelled by either party, which shall give notice by registered mail no later than 90 days before the expiry date.

In the case of variations to the AB price list, the User shall be entitled to communicate his/her non-acceptance of the new fee and therefore to cancel this contract, by registered mail to be sent within a firm term of 30 days from publication in the GCUS.

11 – AB’s property rights

The User recognizes that the Service and all necessary software used in connection with the Service (Software) are protected by intellectual and/or industrial property laws.

AB grants the User non-transferable and non-exclusive use of the Software for the sole purpose of using the Service. It remains understood, in any case, that the User may not (and may not permit others to) copy or modify it, create software derived from it, attempt in any manner whatsoever to discover any of its source codes, nor sell, grant, sub-license, confer or transfer any rights on the Software to third parties.

The User undertakes not to access the Service using any interface other than that provided or authorized by AB.

Use of the Service shall be deemed annual and shall be available to the User exclusively on the national territory. The Service may be extended to other countries in reference to the price list.

Use of the Service shall be deemed to mean the possibility to use LPM but not proprietorship of this same.

If the professional relationship is interrupted, the User shall not be able to use abstracts from LPM or to upload to their own servers (please see Paragraph 16 – Description of the Software).

If AB should implement upgrades to its software, the User may obtain use of the upgrades through a renewal of the contract, which is renewable from year to year.

The User may not intervene on the source code. All programming activities and all activities not described in this document such as any upgrading, may be implemented only by AB or, if requested, shall be subject to approval.

In order to be able to use the statistics and the B2B services linked to these, the software shall reside in the AB servers and may not be moved. If the service is interrupted by one of the two parties, certain data, such as the statistics, shall remain for the exclusive use of AB.

12 – Limitations to AB’s liability

The User recognizes and accepts that AB shall under no circumstances be liable for any damage of whatsoever kind and nature, including that relating to loss of profit, goodwill or data (even in the case that AB has been warned that such damage to users may occur), resulting from, for example: (i) use or improper use of the Service; (ii) procurement of assets and/or services other than the assets and/or services purchased or obtained from AB; (iii) unauthorized access or alteration of the Data by the User; (iv) declarations or conduct by any third party.

13 - Communications

Any communication between the parties shall be made in writing and, unless specifically envisaged by the GCUS, may be made either by certified electronic mail or by ordinary mail.

AB may make communications concerning modifications to these GCUS or other matters by introducing into the Service general notices to users or links to such notices.

14 – Applicable law and place of jurisdiction

These General Conditions and all relations between AB and the User shall be governed by the law of the Republic of Italy. For any dispute relating to, deriving from or in any way linked to these GCUS or use of the Service, the Court of Milan shall have jurisdiction.

15 - Miscellanea

The present GCUS constitute, together with the Annexes, the sole and exclusive agreement between the User and AB. They shall regulate the use of the Service and shall supersede any previous agreement existing between the User and AB.

Failure by AB to exercise a right, envisaged by the law or by these GCUS, shall not under any circumstances constitute a waiver of the said right.

If one or more of the provisions of these General Conditions should be declared void by the Court having jurisdiction, the parties agree that the Judge shall in any case attempt to maintain the effectiveness of the agreement between the parties, and that the other General Conditions shall to all effects remain fully valid and enforceable. The titles to the Articles of the General Conditions are intended solely to facilitate reading of the said General Conditions and shall have no legal or practical effect.

16 – Description of the Software

The LANDING PAGES MANAGER software is an application accessible through Internet in the SaaS (Software as a Service) area. The LANDING PAGES MANAGER software, according to the level preselected by the User, makes available the following essential functions

Creation of Landing Page from preset templates
Preloaded Product Catalogue
Budget planning for online campaigns
Management of Dealers
Management of Agents
Landing Page statistics
Lead gathering
Product Catalogue management
Template management
Dealer Groups management
Target management
Wizard HQ creation

Principal software data

LANDING PAGES MANAGER is a web-based platform that enables companies to manage geolocalized Digital Marketing campaigns by branches, retailers and agents, in line with the company brand identity.

LANDING PAGES MANAGER enables autonomous creation and management of geolocalized campaigns and allows Users to upload their network of agents, retailers or branches.

Users can access their personalized platform through their USER NAME and PASSWORD.

Users can supplement or modify their agent or area manager network using agent management.

Users can upload their Retailers, Branches or Affiliates.

LANDING PAGES MANAGER enables Users to upload the LANDING PAGE layouts, choosing from those offered by the Software or creating their own.

Users can view the progress of all landing pages and can modify and approve the single landing pages of each single retailer assigned to them.

Users can monitor the progress of a single landing page or of all landing pages, in order to plan more effective and higher-performing future activities by connecting to Google Analytics.

17 – Accounting cycle

The services as of this contract shall be provided in the manner and at the tariffs agreed upon between the parties, which agreement shall constitute an integral part of this contract.

Other services: according to the type of programme chosen.

The price list may be updated by AB and sent to the User for acceptance.

In the case of delay in payment, AB reserves the right to apply the maximum arrears interest permitted by law. In such cases, AB reserves the right to interrupt the Service immediately.

18 – Technical Assistance

The service is normally available Monday to Friday from 9am to 1pm and from 2pm to 6pm (excluding public holidays, days before public holidays and other days of company closure).

Each package includes a set of tickets for Technical Assistance via e-mail.

Further packages of technical assistance can be provided by special agreement.

In order to use the assistance service, the User must have available an unexpired package of requests.

19 – Technical Requirements

In order to use the Service, the user is required to have the following minimum technical requirements:

Hardware:
- Personal computer
- Internet connection (ADSL advisable).

Software:
Operating system

- Microsoft Windows
- Apple
- Linux

Browser

- Chrome 26 or higher
- Firefox 16 or higher
- Opera 12.1 or higher
- Internet Explorer 10 or higher
- Safari 9 or higher

EXCLUSIONS FROM THE CONTRACT

Not included in the contract are costs relating to special requests, as well as transport, transfers, deliveries, purchase of media space, running costs to be submitted every time and, in any case, whatsoever is not specified.