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MS Contract - Additional Third-Party conditions


Affiliate” means any entity that 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.
Additional Conditions” means this document and any Documentation herein recalled.
Content” means information obtained from publicly available sources or third-party content providers and made available
to Dealer through the Services, Beta Services, as more fully described in the Documentation.
Dealer” means the User together with its Authorized User(s), Affiliates which have access to the Service.
Dealer Data” means electronic data and information submitted by or for the User to the Services, excluding Content and
Non-Third-Party Applications.
Documentation” means the applicable Service’s usage guides and policies, as updated from time to time and accessible
via or login to the applicable Service, and the applicable Service’s Trust and Compliance
documentation to be found at:
Documentation&language=en_US or any successor website, as updated from time to time, which includes without limitation
any notices and license information, external usage policies, and security, privacy and architecture documentation for the
applicable Service, as updated from time to time. In particular, but without limitation:

- the documentation related to “Salesforce Services” available at the following web address:

- applicable prescriptive agreements and documents referred to the site: (among all, the document named “"Acceptable Use and External-
Facing Services Policy").

Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses,
worms, time bombs and Trojan horses.
Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the Services,
including, for example, the AppExchange located at, ExactTarget’s HubExchange
located at, or the Heroku add-ons catalog located at,
and any successor websites.
Non-Third-Party Application” means a Web-based, mobile, offline or other software application functionality that is
provided by Dealer or a third party and interoperates with a Service, including, for example, an application that is developed
by or for Dealer, is listed on a Marketplace, or is identified as “Labs” or by a similar designation.
Services” means the products and services that are used by the Dealer according to the MS Contract and made available
online, including associated offline or mobile components (if any), as described in the Documentation. “Services” exclude
Content and Non-Third-Party Applications.
Third-Party” means “ Italy S.r.l.”.
Authorized User” means an individual who is authorized by Dealer to use a Service, for whom a Service has been
provisioned, and to whom Dealer has directly or indirectly supplied a user identification and password (for Services utilizing


1.1 Usage Limits. Services and Content are subject to usage limits specified in the MS Contract and in the
1.2 Dealer Responsibilities. Dealer will (a) be responsible for Authorized Users’ compliance with this Additional Conditions and Documentation (b) be responsible for the accuracy, quality and legality of Dealer Data and the means by which Dealer acquired Dealer Data, (d) use Services and Content only in accordance with the Service description, this Additional Conditions, Documentation, and applicable laws and government regulations, and (e) comply with terms of service of any Non-Third-Party Applications with which Dealer uses Services or Content.
1.3 Usage Restrictions. Dealer will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than Dealer or Authorized Users (b) include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-Third-Party Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-Third-Party Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) use any of the Services to access or use any intellectual property except as permitted by the Documentation, (g) copy Content except as permitted in the Documentation, (h) frame or mirror any part of any Service or Content, other than framing on Dealer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (i) access any Service or Content in order to build a competitive product or service or to benchmark with a Non-Third-Party product or service. Dealer’s or an Authorized User’s intentional violation of the foregoing, or any use of the Services in breach of this Additional Conditions, Documentation, by Dealer or Authorized Users that in Third-Party’s judgment imminently threatens the security, integrity or availability of Third-Party’s services, may result in Third-Party’s immediate suspension of the Services.
1.4 External-Facing Services. If Dealer subscribes to a Service for sending electronic messages or for the creation and hosting of, or for posting content on, external-facing websites, such use is subject to Third-Party’s External-Facing Services Policy at as may be applicable to a Service, and Dealer is solely responsible for complying with applicable law in its use of any cookies or other tracking technologies.
1.5 Removal of Content and Non-Third-Party Applications. If Third-Party is required by any third party rights holder to remove Content, or receives information that Content provided to Dealer may violate applicable law or third-party rights, Third-Party may discontinue Dealer’s access to such Content through the Services, and/or may notify Dealer that it must discontinue all use of such Content, and to the extent not prohibited by law Dealer will do so and promptly remove such Content from its systems. If Third-Party receives information that a Non-Third-Party Application used with a Service by Dealer may violate Third-Party’s External-Facing Services Policy or applicable law or third-party rights, Third-Party may so notify Dealer and in such event Dealer will promptly disable such Non-Third-Party Application or modify the Non-Third-Party Application to resolve the potential violation. If Dealer does not take required action in accordance with the above, Third- Party may disable the applicable Content, Service and/or Non-Third-Party Application until the potential violation is resolved.
If requested by Third-Party, Dealer shall confirm such deletion and discontinuance of use in writing and Third-Party shall be authorized to provide a copy of such confirmation to any such third party claimant or governmental authority, as applicable.


2.1 Acquisition of Non-Third-Party Products and Services. Third-Party or other third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-Third-Party Applications and implementation and other consulting services. Any acquisition by Dealer of such products or services, and any exchange of data between Dealer and any Non-Third-Party provider, product or service is solely between Dealer and the applicable Non-Third-Party provider. Third-Party does not warrant or support Non-Third-Party Applications or other Non-Third-Party products or services, whether or not they are designated by Third-Party as “certified” or otherwise.
2.2 Non-Third-Party Applications and Dealer Data. If Dealer chooses to use a Non-Third-Party Application with a Service, Dealer grants Third-Party permission to allow the Non-Third-Party Application and its provider to access Dealer Data as required for the interoperation of that Non-Third-Party Application with the Service. Separate terms shall apply between Dealer and the Non-Third-Party Application providers regarding the use of such Non-Third-Party Applications, and Dealer shall be responsible for evaluating whether such terms with the Non-Third-Party Application providers ensure appropriate protection of and access to Dealer Data, and address responsibility for any disclosure, modification or deletion of Dealer Data by the Non-Third-Party Application providers, or any breach of Data Protection Laws and Regulations resulting from Non-Third-Party Application providers’ access to Dealer Data. Non-Third-Party Application providers shall not be considered subcontractors or sub-processors of Third-Party nor any of its Affiliates. Neither Third-Party nor its Affiliates shall be responsible for any disclosure, modification, corruption, loss or deletion of Dealer Data, or any breach of applicable Data Protection Laws and Regulations, resulting from access by such Non-Third-Party Application or its provider.
2.3 Integration with Non-Third-Party Applications. The Services may contain features designed to interoperate with Non-Third-Party Applications. To use such features, Dealer may be required to obtain access to such Non-Third-Party Applications, and may be required to grant Third-Party access to Dealer’s account(s) on such Non-Third-Party Applications. Third-Party cannot guarantee the continued availability of such Service features, and may cease providing them without entitling Dealer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non- Third-Party Application ceases to make the Non-Third-Party Application available for interoperation with the corresponding Service features in a manner acceptable to Third-Party.


3.1 Reservation of Rights. Third-Party its licensors and Content providers reserve all of their right, title and interest in and to the Services and Content they provide, including all of their related intellectual property rights. No rights are granted to Dealer hereunder other than as expressly set forth herein.
3.2 Access to and Use of Content. Dealer has the right to access and use applicable Content subject to the terms this Additional Conditions and the Documentation.
3.3 License by Dealer to Host Dealer Data and Applications. Dealer grants Third-Party, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display Dealer Data, and any Non-Third-Party Applications and program code created by or for Dealer using a Service or for use by Dealer with the Services, as necessary for Third-Party to provide the Services in accordance with this Additional Conditions. Subject to the limited licenses granted herein, Third-Party acquires no right, title or interest from Dealer or its licensors under this Additional Conditions in or to any Dealer Data, Non-Third-Party Application or such program code. As between Dealer and Third-Party, Dealer owns all intellectual property rights in its Dealer Data, subject to Third Party’s and its Content providers’ reservation of rights in and to the Services and Content as set forth herein.
3.4 License by Dealer to Use Feedback. Dealer grants to Third-Party and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Dealer or Authorized Users relating to the operation of Third- Party’s or its Affiliates’ services.


4.1 Disclaimers Third-Party excludes all warranties, representations, terms, conditions or other commitments of any kind, whether express or implied, statutory or otherwise and, in any case, such warranties should be considered as expressly excluded. In particular Third-Party specifically disclaims all implied warranties, including (without limitation) any warranties, representations, terms, conditions or other commitments of merchantability or fitness for a particular purpose or of satisfactory quality or of reasonable skill and care, in each case, to the maximum extent permitted by applicable law. Without prejudice to the foregoing, Content are provided ‘as is’, as available and without warranty of any kind.
4.2 Indemnification by Dealer. Dealer will defend Third-Party against any claim, demand, suit or proceeding made or brought against Third-party by a third party alleging that any Dealer Data infringes or misappropriates such third party’s intellectual property rights, or arising from Dealer’s use of the Services or Content in breach of the Additional Conditions, the Documentation, or applicable law (each a “Claim Against Third-Party”), and will indemnify Third-Party from any damages, attorney fees and costs finally awarded against Third-Party as a result of, or for any amounts paid by Third-Party under a settlement which has legal value and is approved by Dealer in writing of, a Claim Against Third-Party.


5.1 In no event shall Third-Party or its Affiliates have any liability to Dealer or its Affiliates under or in relation to this Additional Conditions for:
(a) any financial damages as a result of loss or damage to property, economic loss, cost of replacement services, loss of profits, loss of revenue, loss of orders, and/or loss resulting from damage to image or reputation in each case whether direct or indirect, or
(b) any indirect or consequential loss or damage arising from or related to this Additional Conditions, howsoever caused and whether or not such losses are foreseeable, even if that party or its Affiliates has been advised (or is otherwise aware) of the possibility of such losses in advance.
5.2 Limitation of Restrictions. Nothing in this “Limitation of Liability” section shall exclude or limit the liability of either party or its Affiliates for death or personal injury caused by that party’s or its Affiliate’s negligence or for fraud or fraudulent misrepresentation or for any other liability to the extent that the same may not be excluded or limited as a matter of applicable law.


6.1 Export Compliance. The Services, Content, other Third-Party technology, and derivatives thereof may be subject to export laws and regulations of the United States, Italy and other jurisdictions. Dealer represents that it is not named on any U.S. government denied-party list. Dealer will not permit any Authorized User to access or use any Service or Content in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.
6.2 Anti-Corruption. Dealer shall comply with all applicable laws, regulations and sanctions relating to anti-bribery and anti-corruption including without limitation anti-corruption legislation in force in Italy (as amended from time to time). Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
6.3 Notices. Notices to Dealer can be addressed to the relevant Service address designated by Dealer or its Authorized Users.
6.4 Venue. The ordinary competent courts located in Milan, Italy will have exclusive jurisdiction over any dispute relating to this Additional Conditions.

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