These general terms and conditions (the “Terms”) set forth the terms and conditions of an agreement for the supply by Logic Farm (the “Company”) and use by the client, either an individual or a single legal entity (the “Client”) of various software, web applications, IT instruments and websites owned and operated by the Company, including, without limitation, the sechtemall.com website (the “Site”) and domain name, the CWAF “Containerized Web Application Firewall” and any other related features, content, applications and services offered by the Company in connection therewith, including, but not limited to, blacklist distribution, IP blocking and servers utilization (collectively the “Software”).
These Terms also apply to any further updates, developments or releases of the Software, save as otherwise provided.
In addition, some additional utilities or services offered through the Software may be subject to additional terms and conditions promulgated by the Company from time to time on the Site (the “Supplemental Terms”); the Client use of such additional utilities is subject to those Supplemental Terms, which are incorporated into these Terms by this reference and are referred to collectively as the “Terms”. If these Terms are inconsistent with the Supplemental Terms, the Supplemental Terms shall prevail.
These Terms applies to all users of the Software and other materials or services made available on the Site. If the Client does not agree to be bound by these Terms, the Client may not access or use the Software.
2. DESCRIPTION OF SOFTWARE FUNCTIONALITY
Pursuant to these Terms, subject to the payment of the consideration stated under article 8 below, the Company hereby agrees to provide to the Client the use of the Software for the purposes of helping manage the security of the Client’s websites and systems towards malicious traffic, attacks, malwares and other digital threats, it being understood that no representation or warranty is hereby made by the Company with reference to performance of the Software and the capacity of the Software to grant an effective and actual protection to the Client’s system.
Subject to previous paragraph 2.1, the Client, depending on the features of the licensed Software, shall have a full or limited access, as the case may be, to one or more of the services provided by the Company as listed herein below:
(i) Detection and protection: detecting and blocking attacks like brute-force
(ii) Botnet and Spammer detection: SECTHEMALL web application firewall
(iii) Two factors authentication: SECTHEMALL web application firewall
(iv) Reputation database: maintain a list of categorized IP Addresses with a bad reputation
(v) Dashboard and reporting
(vi) Search engine: search over all collected events
(vii) Blacklist and Whitelist: maintain a list of IP Addresses used as black or white list
(viii) Linux servers and services event parsing: collect events from user servers and services
(ix) Alert via e-mail or Telegram: send alerts to users via e-mail or telegram chat
For the purposes of allowing the operation and functionalities of the Software, the Client shall download from the Site and install on its systems a software acting as an agent aimed to collect data, encrypt them with a passphrase dedicated to the Client and send them in safe mode to the Company’s cloud (the “Agent”).
Subject to the Client’s compliance with the Terms and depending on the type of Software the Client requested, the Company grants the Client a limited, personal, non-exclusive, non-transferable, non-sublicensable license to use the Software during the agreed Term, as defined below.
3. ACCEPTANCE OF TERMS
By clicking on the “I agree” button, completing the registration process, and/or using the Software in any manner, including but not limited to visiting or browsing the Site, the Client represents that (i) the Client has read, understand, acknowledge, and agree to be bound by these Terms, (ii) the Client is of legal age to form a binding contract with the Company and/or have the authority to enter into these Terms personally or on behalf of the company and to bind that company to these Terms, Terms; (iii) the Software shall be used for the purposes of the entrepreneurial, business or professional activity performed by the Client itself, and that, therefore, the provisions of Legislative Decree 206/2005 (the Consumers’ Code) shall not apply.
The Company may change and modify these Terms from time to time, making available the relevant amended version on the Site and the Client is advised to keep up to date with any changes by regularly reviewing the Terms. The use of the Software and/or the browsing of the Site following said changes and modifications shall constitute acceptance by the Client of the last revised version of these Terms, as published on the Site. In addition to the above, the Company reserves the right to notify to the Client by email the changes and modifications made to the Terms. If the Client does not agree to be bound by these Terms as last revised, the Client shall not use (or continue to use) the Site or the Software. Without prejudice to the above, the Client shall have the right to withdraw from these Terms within 15 (fifteen) days from the notification of the changes and modification of these Terms, in any form as made available by the Company, including but not limited to the acceptance of any relevant popup on the Site by clicking on the “I agree” or the receipt of any relevant email from the Company.
If, after the Client electronic acceptance of these Terms, the Company finds that the Client does not have the authority to bind such corporate entity, the Client will be personally responsible for the obligations contained in these Terms, including, but not limited to, the payment obligations. The Company shall not be liable for any loss or damage resulting from the Company’s reliance on any instruction, notice, document or communication reasonably believed by the Company to be genuine and originating from an authorized representative of the Client. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, the Company reserves the right (but undertakes no duty) to require additional authentication from the Client.
The use of the Software by the Client is subject to full and unconditional acceptance of these Terms and all other operating rules, policies and procedures that may be published from time to time on the Site by the Company.
4. CLIENT ACCOUNT AND REGISTRATION
For the purposes of using the Software, the Client is required to establish an account and receive or establish a password (the “Password”) which can be used solely and directly by the Client. In registering for the Service, the Client agrees to provide true, accurate, current and complete information about as prompted by the Company registration form (the “Registration Data”) and to maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
The Client is responsible for all activities that occur under the Client’s account and the Password. The Client undertakes to maintain strictly personal and confidential the Registration Data and Password and to prevent access from unauthorized third parties. The Client shall be deemed responsible for any use, authorized or unauthorized, by the Client’s account and Password.
If the Client provides any Registration Data that is untrue, inaccurate, not complete or incomplete, or disclose information concerning the Client’s account and Password to third parties or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete or that Registration Data and/or Password are disclosed to third parties, the Company has the right to suspend or terminate the Client’s account and to refuse any and all current or future use of the Software by the Client.
The Client is responsible for maintaining the confidentiality of all the Registration Data created by or assigned to the Client, and are solely responsible for all activities that occur under such Registration Data. The Client agrees to notify the Company promptly of any actual or suspected unauthorized use of any Registration Data and/or Password. The Company reserves the right to terminate any Registration Data that the Company reasonably determines may have been accessed or used by an unauthorized third party and will provide immediate notice of such to the Client. The Client shall be responsible for any losses arising out of the unauthorized use of the Client’s Registration Data and/or Password.
5. DEVELOPMENTS AND UPDATES
The Client acknowledges and agrees that, as deemed useful or advisable, in its exclusive discretion, the Company may release updates and further developments for the Software and/or the Site which may determine the modification or deletion of certain features of the Software and/or consist in a possible replacement or migration (in total or in part) of the Software and of the relevant services provided by the Company as set forth herein. The Clients express waives any liability and/or action towards the Company as a consequence of any further updates and developments made to the Software and/or the Site, with the exception of damages caused by wilful misconduct or gross negligence of the Company.
Without prejudice to paragraph 7.3 below, the Client acknowledges and agrees that the Company may suspend or interrupt, in total or in part, the functionalities of the Software, giving a prior notice to the Client, whenever required to perform interventions aimed at ensuring the maintenance of the Software and/or of the Site, consent the migration of data, the implementation of development and updates, or whenever required for security reasons and/or to ensure protection of the rights and interest of the Company hereunder.
Without prejudice to the above, the Client further acknowledges and agrees that the Company with a prior notice of 7 (seven) days, may interrupt the supply of the Software under these Terms and, in such circumstances, the Company shall notify the Client of the interruption of the contractual relation hereunder.
6. FREE & TRIAL SERVICES
The Company may offer free or trial versions of the Services (the “Free Services”). The Company will make the Free Services available to the Client free of charge until the earlier of (a) the end of the free trial period (if applicable) for which the Client registered to use the Free Service; (b) the Commencement Date, ad defined in the paragraph 8.1 below, for the fee-based Service version the Service; or (c) termination of the Free Services by the Company in its sole discretion.
The Company shall have no liability for any harm or damage arising out of or in connection with any Free Services.
7. OBLIGATIONS OF THE CLIENT
As a condition of the Client use of the Software, the Client agrees to:
(i) use the Software in accordance with these Terms and timely ensure the payment of the Subscription Fee;
(ii) follow Company’s guidelines and recommendations on how to use the Software;
(iii) not use the Software for any purpose that is prohibited by these Terms or by applicable law;
(iv) ensure that its IT systems, internet connections, software and hardware support and are compatible with all functionalities of the Software.
The Client shall be responsible for all of the Client’s activities in connection with the Software. By way of example and without limitation, the Client shall not (and shall not permit any third party to) either take any action or make available any of the Client’s Content on or through the Software, that:
(i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity;
(ii) is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane;
(iii) refers to content including pornography, bestiality, human trafficking, war or drugs crimes. or violates any local, state, national or international law or regulation;
(iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail, so called “spamming”;
(v) involves commercial activities and/or sales without Company’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
(vi) impersonates any person or entity, including any employee or representative of Company;
(vii) introduces viruses, worms, software, Trojan horses, or other similar harmful code into the Site or the Services;
(viii) tampers with the operation, functionality, or the security of the Site or the Software;
(ix) interferes or attempts to interfere with the use of the Site by any other user, host, or network, including without limitation by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” “pinging,” “hacking,” “phishing,” or “crashing” the Site or the Service; or
(x) misuses, disrupts, or otherwise interferes with the functioning of the Site or the Software or attempts or engages in potentially harmful acts that are directed against the Site or Software.
Without prejudice to any other action or remedy available under applicable law or under these Terms, the Company reserves the right to suspend access to the Software and/or remove the Client’s account, together with any other content hosted therein, at any time, in the event the Company has knowledge or due reasons to believe that the Client may have committed a breach of the provision of this section 7 or of other Terms (including, but not limited to, upon receipt of claims or allegations from third parties or authorities in relation thereto) or upon receipt of a request from any administrative or judicial authority, it being understood that the Client shall have no right to refund the paid Service Subscription Fee.
The Client shall be solely responsible for the content or information it hosts on or protects through the Software and therefore the Company shall not be responsible or liable for said Client’s content and information, it accuracy, functions, legality, appropriateness or any other aspects. The hosting of the Client’s content and information or its protection through the Software does not imply association or endorsement of the Company with the acts and conducts of the Client.
The Client acknowledges and agrees that it is the Client’s responsibility to ensure install anti-virus software and related protections against viruses, Trojan horses, worms and other malawares, or other computer programming routines or engines that are intended to damage, destroy, disrupt, or otherwise impair the Client’s system functionality or operation.
The Company has the right, but not the obligation, to monitor any of the Client’s activity on the Site or on the Software, as well as to investigate any reported or apparent violation of these Terms, and to take any action that the Company in its sole discretion deems appropriate, including, without limitation, termination.
8. FEES AND PAYMENT
The Client shall pay the applicable periodical subscription fee (the “Subscription Fee”) starting from the time the Client creates the Client’s account and selects the relevant subscription plan, as indicated on the Site, from time to time. The Subscription Fee shall be paid in advance for entire duration of the Term and for any renewal in accordance with section 9 below.
The Subscription Fee will be billed to the relevant PayPal account the Client designates during the registration process. If there is a change in the Client’s PayPal account status, the Client must change the Client information online at [email protected]
The Subscription Fee shall be net of any VAT and ore taxes, if due.
The Client acknowledges and agrees that the Software is subject to constant technological evolution requiring continuous activities to ensure it developments and updates, necessary to grant the functionality of the same Software; therefore the Company shall have the right, at its own exclusive discretion, to increase the Subscription Fee to be paid by the Client, being safe the right of the Client to withdraw from this Agreement pursuant to paragraph 3.2 above.
If any payment due under this Agreement is delayed for any reason, including, without limitation, as a result of any Service Subscription Fee underpayment, interest shall accrue and be payable, to the extent legally enforceable, on such unpaid principal amounts from and after the date on which the same became due, at the annual rate of [•].
Without prejudice to the above, in the event the payment of the Subscription Fee fails to be processed and/or to go through, the Company may attempt to process the payment and renew the applicable service to the extent necessary for the transaction to succeed, failing which the Company reserves the right to immediately terminate these Terms, preventing the Client from using the Software and/or the Site.
9. TERM AND AUTO-RENEWAL
The Client hereby agrees to use the Software solely through the access to the Site for the time period agreed upon acceptance of these Terms starting from the date of subscription and payment of the Subscription Fee (“Commencement Date”), for the time period selected by the Client on the basis of the subscription plans available on the Site and it is subject to periodical renewals as provided below (the “Term”).
The use of the Software is made available on automatic renewal basis. Except for reasons described below in this section 9, automatic renewal automatically renews the applicable service upon expiration of the then current term for a renewal period equal in time to the most recent service period.
Unless the Client disables the automatic renewal option, the Company shall automatically renew the applicable service when it comes up for renewal (“Renewal Commencement Date”) and will take payment of the then current Subscription Fee from the payment method the Client has on file with the Company. If the Client does not wish for the use of the Software on automatic renewal basis, the Client may elect to cancel renewal, in which case, the use of the Software will terminate upon expiration of the then current Term, unless the Client manually renews the subscription prior to that date (in which case the services will again be set to automatic renewal).
10. RIGHT OF WITHDRAWAL AND TERMINATION
The Client shall have the right to withdraw from these Terms and cancel the subscription to use the Software with a [•] days prior written notice from the Commencement Date or any Renewal Commencement Date (the “Cancellation Period”). The Client agrees to make any withdrawal request by way of a general request that the Client shall submit through the Site. The Client must also log in and cancel the Client recurring payments via the Client’s PayPal interface, it being understood that any Subscription Fee already paid shall be non-refundable.
Without prejudice to any remedy available under these Terms and under applicable law, the Company, at any time, by and with immediate effect pursuant to Article 1456 of the Italian Civil Code, reserve the right to immediately terminate any contractual relation with the Client and interdict any use of the Software by the Client in case of breach by the Client of provisions under clauses [•] (untrue registration information), [•] (access by unauthorized third parties), [•] (prohibited contents) and [•] (failure or delay of payments), [•] (Rules of Conduct), sections [•] ([•]) above, by sending a communication in writing to the Client.
Without prejudice to the above, the Company shall be entitled to terminate this Agreement where the Client commits a breach of any other provision of this Agreement that is not remedied in full within 15 (fifteen) days of despatch by the Company to the Client of a specific notice to perform.
Where the Company refrains from sending a communication to terminate the Agreement pursuant to clause 10.4 and 10.5 where one or more of the events specified therein arise, this shall not prejudice the Company’s right to send that communication on a subsequent date when the same events or an additional event arise.
The Client hereby acknowledges and agrees that the withdrawal and/or termination of the these Terms and of the contractual relation between the Client and the Company, shall determine the immediate interruption of the functionalities of the Software and interdiction from the use of the Software by the Client. The parties expressly acknowledge that termination of these Terms and of the contractual relation with the Client shall not result in the obligations pursuant to section 11 (Intellectual property rights) and sections [•] ([•]), or any of the other provisions of the Agreement that remain in force beyond expiry of the same, no longer being in force or being invalid.
11. INTELLECTUAL PROPERTY
The Client expressly acknowledges and agrees that trademarks, commercial names or other distinctive features of the Software and of the Site, as well as any other intellectual property right, including, merely by way of example, patents, know-how, processes, rights on inventions, domain names, software and database rights and other intellectual property rights of any kind and nature referred to the Software or to the Site, together with any further updates and developments, which may entitle to legal protection, regardless of whether the protection is formally obtained (the “IP Rights”), are of sole and exclusive property of the Company and they shall be not used by the Client for any purposes other than the ones provided for in these Terms.
The trademarks of the Company SECTHEMALL, the SECTHEMALL logo are trademarks of the Company, may be registered in certain jurisdictions, and may not be used by the Client without prior written consent of the Company.
The Client hereby acknowledges and agrees that the Company solely and exclusively owns and controls the IP Rights, together with all the relevant rights in connection thereto and that the Company is hereby authorized to transfer and/or license the IP Rights to any other third party.
Solely for the purposes of allowing the Client to use the Software in accordance with these Terms, the Company hereby makes available to the Client a royalty-free license throughout the duration of the Term to use the Software. The Client shall not use the IP Rights and/or the Software for any different purpose whatsoever and the Client shall refrain from undertaking or attempting to undertake any activity aimed at commercializing, copying, reverse engineering, decompiling, disassembling, deciphering, or otherwise attempting to derive the source code for any underlying intellectual property used to provide the Site or the Software, or in any other way which may be detrimental to the Company’s rights or interests.
The Client shall have no right to sub-license the use of the Software hereunder to any other person or entity, including, but not limited to, any of its affiliate or controlled company or entity.
12. WARRANTIES AND LIMITATION OF LIABILITY
The Company does not release any warranty, expressed or implied, on the fact that: (i) the Software, and any of its further developments and updates, will be fit for any particular Client’s purpose or that will be adequate to satisfy any particular Client’s need; (ii) the Software will ensure the perfect execution of the outcome and results envisaged by the Client; (iii) the Software and the Site will be secure or available at any particular time or location; (iv) the Software will be free from errors or that it may have all functionalities provided under these Terms; (v) the Software is free from harmful components; (vi) the Software and the Agent is compatible with the Client’s hardware, systems, servers, software and other components.
The Client acknowledges and agrees that the Client uses the Site and the Software at its own risk and that the Client will be solely responsible for any damages to its hardware, systems, servers, software and other components, or loss of data that results from use of the Site and the Software, unless said damages are directly caused by wilful misconduct or gross negligence of the Company.
Except in cases of wilful misconduct or gross negligence of the Company, in no event shall the Company be liable to the Client or any other person or entity for any malfunctions in the Software or for loss of profits or for any direct, indirect or consequential damages whatsoever, as a consequence of the supply of the Software and of the services under these Terms, including any damage may result from (i) a use of the Software made not in accordance with these Terms or with the Company’s instructions, (ii) bad connectivity of the Client’s systems and servers, (iii) any conflict between the Agent and the Client’s hardware, systems, servers, software and other components, (iv) any third-party conduct of any nature whatsoever, (v) any unauthorized access to or use of the Company’s servers and/or other information and data stored therein, (vi) any interruption or cessation of the Software or of the Site, (vii) any viruses, worms, bugs, trojan horses, or the like, which may be transmitted to or from the Site or the Software.
The Company is committed to ensuring the best functionality of the Software, but does not assume any liability in respect of the Client for delays, malfunctions, suspension and/or interruption in the provision of the services hereunder due to causes not attributable to it, such as, by way of example and without limitation to, unforeseeable circumstances, catastrophic events of force majeure, act by a third parties, malfunction or non-compliance of connection devices the Client is provided with or in any case of those used by them, tampering or interventions on services or on the equipment performed by the Client not authorised by the Company; faults and malfunctions of the machines and software, whether owned by the Company or its suppliers.
The foregoing limitation of liability shall apply to the fullest extent permitted by law, and shall survive any termination or expiration of this agreement or the Client use of the Software or the Site.
Without prejudice to the above, the liability of the Client hereunder shall not exceed an amount equal to [•] times if the annual Subscription Fee paid by the Client, except in cases of wilful misconduct or gross negligence of the Company.
The Client undertakes to defend, indemnify and hold the Company, its officers, directors, employees, consultants and/or agents harmless from and against any claims, liabilities, damages, losses and expenses, including reasonable attorneys’ fees and costs, arising out or in any way connected to the Client breach of these Terms or to any any action taken by the Company as part of its investigation of a suspected violation of these Terms or as a result of its finding or decision that a violation of these Terms has occurred.
14. PROTECTION OF THE CLIENT DATA
The supply of the Software and of the services hereunder by the Company may require the treatment, submission, collection and/or use of personally identifying or identifiable information about the Client and the Client’s own customers (the “Client’s Data”) in the course of the Client use of the Software.
15. ELECTRONIC COMMUNICATIONS
16. GOVERNING LAW AND JURISDITION
This Agreement shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by the Italian Law.
Any disputes or claims arising out or in connection with this Agreement and with the Services, even if against foreign citizens and regarding Services provided abroad, shall be exclusively referred to and finally resolved by the Courts of Milan.
Integration and Severability. The titles and headings of these Terms are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in these Terms shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of these Terms to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of these Terms shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
Assignment. These Terms, and the Client’s rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by the Client without Company’s prior written consent, and any attempted assignment, subcontract, delegation or transfer in violation of the foregoing will be null and void. The Company shall have the right to assign the Software and the rights and obligations under these Terms to any affiliate or controlled company as well as to any third party, providing written notice to the Client.
Definitions. Save as otherwise provided, capitalized terms in the text of these Terms shall have the meaning defined in these Terms; the terms defined in the singular shall have the same meaning also when used in the plural and vice versa.
International Users. The Site and the Software are controlled and offered by the Company from its facilities in Italy and, thus, the Company makes no representations that the Site or the Software are appropriate or in compliance with other local laws and regulations applicable to international users.
Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.