1.1.	Object.
The ZenShare Cloud Suite Service, consisting of customer relationship management (ZenCRM), is provided to the Customer in Cloud mode with the following characteristics:
•	license of use of which in the following article 1.2, by Interzen in favor of the Customer, in a non-exclusive and non-transferable form of the Cloud Applications that make up the ZenShare Cloud Suite Service;
•	functionality and features reported in the following art. 1.3;
•	adjustment, maintenance and updating activities described in the following art. 1.4;
•	support activity described in the following art. 1.6.

1.2.	User license.
By accepting the Agreement, the Customer acquires the non-exclusive and non-transferable right to use the ZenShare Cloud Suite Service for a period equal to the duration of the Agreement. The use of the ZenShare Cloud Suite Service must comply with what is indicated in the User Manual (available within the ZenShare Cloud Suite, upon access using the username and password provided by Interzen) and in the Technical Annex (https://www.zenshare.it/zenshare-suiteoverview/). In consideration of the technological characteristics with which the ZenShare Cloud Suite Service is provided, which allow its use only via remote access from the Client's terminals, the latter acknowledges the impossibility of using it in the absence of adequate Connectivity for this purpose ,
Furthermore, the Customer acknowledges that the provision of Connected Services by Interzen according to the methods indicated in the Technical Annex, in the User Manual are instrumental to the correct use of the ZenShare Cloud Suite Service.
The intellectual property rights, trademarks and technological solutions relating to the ZenShare Cloud Suite Service are and remain the property of Interzen.
The Customer may not copy, de-compile, disassemble, modify, rent, lease and / or loan, distribute or transmit the Service itself or its individual parts on the network. The Customer is not entitled to transfer this Agreement or the rights deriving from it to third parties. The Customer may in no way, except for a specific written agreement with Interzen, acquire the ZenShare Cloud Suite Service in order to resell it to third parties.

1.3.	Features of the Suite Service ZenShare Cloud.
In order to use the ZenShare Cloud Suite Service in accordance with the provisions of this Agreement, the Customer must independently equip himself with the tools (hardware, basic software, connectivity) necessary to use it, which comply with the minimum characteristics indicated.
 
1.4.	Adaptation, maintenance and updating.
Interzen will adapt the ZenShare Cloud Suite Service for technical needs, communicating it on the web page for accessing the service, if said changes impact the service levels, to the Customer who undertakes to adapt the characteristics of their systems and equipment to the changes indicated within the term of 2 (two) months.
By adaptation we mean the changes and corrections to be made to the software dictated by technical and regulatory requirements. Interzen will also provide for corrective maintenance and updating of the ZenShare Cloud Suite Service. Corrective maintenance means the activity necessary to correct any errors in the software; while by update we mean the activity necessary to adapt the ZenShare Cloud Suite Service to any regulatory changes.
In the event of particular changes in the legislation that make the updating activity excessively burdensome (software changes greater than 25%), Interzen reserves the right not to adapt the ZenShare Cloud Suite Service, communicating to the Customer, at least in advance. three months, this will and Interzen has the right to withdraw, in this case, from this Agreement.

1.5.	Provision of Purchased Services.
The ZenShare Cloud service is provided in SaaS (Software as a Service) mode. We will make the Services purchased under this Agreement and the related Order Forms available to you for the duration of your subscription.

1.6.	Service Level Agreement (SLA).
DATA CENTER. The efficiency of the ZenShare Cloud Suite Service will be maintained according to the service levels indicated on the ZenShare institutional website at the page http://www.zenshare.it/service-level-agreement/.
Ordinary and extraordinary maintenance interventions will be carried out, except in cases of force majeure, in times and methods such as to jeopardize the Client's operations as little as possible; for such interventions, Interzen will communicate the dates and times of intervention with at least 1 day's notice.

SUPPORT REQUEST. For Clients contracted directly by Interzen, the assistance and support service will be provided by Interzen in accordance with the provisions of the ZenShare institutional website at the page http://www.zenshare.it/service-level-agreement/.
For Clients contracted by the reseller, the assistance and support service will be provided by the Reseller in accordance with the provisions of the agreement between the Client and the Reseller.

1.7.	Hardware and software requirements.
The general technical requirements (hardware and software) of the ZenShare Cloud Suite Service are indicated on the ZenShare institutional website at the page https://www.zenshare.it/zenshare-suite-overview/
The Customer declares to be aware of and accept these requirements for the purpose of using the ZenShare Cloud Suite Service, committing to their adaptation in the event that it becomes necessary as a result of any updates to the Service itself and / or the infrastructure. technology that allows its delivery.
 
1.8.	Connectivity.
The Customer will use the ZenShare Cloud Suite Service through the connection which must be provided with a telecommunications operator and which meets the requirements indicated in the User Manual.
The Customer, therefore, cannot hold Interzen responsible, directly or indirectly, for any malfunctions or for the failure to use the Service deriving from the connection referred to in the previous paragraph, both for the incorrect functioning of the same and for its possible inadequacy to technical characteristics indicated.

1.9.	User subscriptions.
The Customer, for the purpose of providing the ZenShare Cloud Suite Service, will be required to pay Interzen the fees established in the Service Activation Request. Except as otherwise specified in the relevant Order Form, (i) the Services are purchased in the form of subscriptions for users, and their access is allowed to a number of Users not exceeding that specified, (ii) it is possible to add additional subscriptions during the subscription period at the same price as the pre-existing subscriptions, calculated in proportion to the residual duration of the subscription in force, at the time of adding the additional ones and (iii) the subscriptions of the added users will terminate on the same date as the pre-existing subscriptions.
 
2.	USE OF THE SERVICES

2.1.	Our responsibilities.
Interzen guarantees access to the functions offered by the ZenShare Cloud Suite Service only upon successful completion of the Customer identification procedure.
Furthermore, Interzen only guarantees that the ZenShare Cloud Suite Service will operate in accordance with the provisions of this Agreement and the User Manual, without providing any other and further guarantee with respect to what is established therein.
In addition, We undertake to: (i) provide you with basic support in connection with the Services purchased at no additional charge and / or additional support if purchased separately, (ii) make every commercially reasonable effort to make the purchased Services available 24 hours. per day, 7 days a week, except in the following cases: (a) scheduled downtime (with respect to which we will provide at least 8 hours' notice through the Services purchased or (b) any unavailability due to circumstances beyond Our reasonable control including - but not limited to - natural disasters, government interventions, floods, fires, earthquakes, civil riots, terrorist acts or other work-related problems (other than those affecting Our employees),or failures or delays due to Internet service operators and (iii) provide the Services purchased solely in accordance with applicable laws and regulations.

2.2.	Your responsibilities.
In general, for the service in the Cloud, you undertake to (i) assume the responsibility of guaranteeing the use of the services by the Users in compliance with this contract (ii) being solely responsible for the correctness, quality, integrity and legality of your Data and the means by which you have acquired it, (iii) make every commercially reasonable effort to prevent unauthorized access or use of the Services and immediately notify us of such unauthorized access or use, and (iv) use the Services exclusively according to the User Guide and applicable laws and regulations. You are not permitted (a) to make the Services available to anyone other than Users, (b) to sell, resell, rent or lease the Services,
In particular, for the ZenShare Cloud Suite Service, the Customer undertakes to equip himself with all the requisites necessary for access to the ZenShare Cloud Suite Service as better indicated on the ZenShare institutional website at the page https://www.zenshare.it/zenshare-suite -overview /. Furthermore, the Customer undertakes to observe the utmost diligence in the use of the Service and in the conservation and protection of the authentication credentials.
2.3.	Limitations of use.
The Services may be subject to other limitations, such as limits relating to disk storage space, the number of calls that can be made with respect to the programming interface of Our application and, with regard to the Services that allow you to provide public websites, relative limits. the number of page views by visitors to the sites themselves.
 
3.	THIRD-PARTY SUPPLIERS
3.1.	Acquisition of products and services from third parties.
In providing the ZenShare Cloud Suite Service, Interzen may implement technical cooperation agreements with third-party companies, which may be entrusted with the performance of some of the activities referred to in paragraph 1. To this end, the same undertakes to use the cooperation of qualified suppliers who must undertake to operate in accordance with the provisions of this Agreement. These services, provided by third-party companies, will in any case be included in the order form.
Any other purchase by you of third party products or services, including - by way of example but not limited to - Third party applications and other implementation, customization and consulting services, as well as any exchange of data between you and third party suppliers takes place exclusively between You and the third party provider in question. We do not offer warranties or support with respect to third party products and services, regardless of whether they have been designated by Us as "certified" or with other attributes, except as specified in the Order Form. To use the Services, no purchase of third party products or services is required.

3.2.	Third Party Applications and Your Data.
In the event that you install or activate Third Party Applications for use with the Services, You recognize Us the right to allow the providers of such Third Party Applications access to Your data, where this is necessary for interoperability between such Third Party Applications. third parties and the Services we provide. We will not be responsible for any disclosure, modification or deletion of your data resulting from such access by third party Application providers. The Services will allow you to restrict such access by preventing Users from installing or activating such Third Party Applications for use with the Services.
 
4.	FEES AND PAYMENTS FOR THE SERVICES PURCHASED
4.1.	User fees.
You will undertake to pay all fees specified in all Order Forms under this contract. Without prejudice to any different provisions specified in this contract or in the Order Forms, (i) the amount of the fees is expressed and payable in Euro (€); (ii) the fees are based on the services purchased and not on actual use; (iii) the payment obligation cannot be canceled and the fees paid are non-refundable; (iv) the number of subscriptions of users purchased cannot be reduced during the relative duration of the subscription indicated in the Order Form. The fees for user subscriptions are based on monthly periods that will be calculated from the start date of the subscription until the end of the month with respect to that date; therefore,

4.2.	Invoicing and payment.
You will endeavor to provide us with valid and up-to-date credit card details, or a valid purchase order or other document that is reasonably acceptable to us. Your possible communication of credit card data will be equivalent to your authorization to charge by us for all the Services listed in the Order Form for the duration of the initial subscription and for each renewal of the same, as provided for in Section 10.2. (Duration of subscriptions of purchased users). Such charges will be made in advance, annually or at any different billing frequency indicated on the applicable Order Form. If the Order Form specifies that payment will be made by methods other than credit card, we will invoice you in advance and in a different way, according to the provisions of the relative Order Form. Unless otherwise stated in the Order Form, the billed charges expire 30 days net from the date of the invoice. It remains your responsibility to manage and update complete and accurate billing and contact information regarding the Services.

4.3.	Overdue payments.
If by the due date, We do not receive payment of your charges, at Our discretion, (a) such charges may accrue default interest at the rate of 1.5%, or at the maximum rate permitted by law (with priority attributed to the lower of the two quoted rates), of the outstanding balance per month from the payment due date until the payment date and / or (b) we may subject future subscription renewals and Order Forms to new conditions which provide for shorter payment terms than the terms contained in Section 4.2 (Invoicing and payment).

4.4.	Suspension of service and acceleration.
If the payment deadline for the amounts owed by You, under this contract or under any other agreement for Our services has expired by at least 30 days (or at least 10 days late, in the case of amounts we you have authorized to debit your credit card), we may - without prejudice to all our other rights - expedite the deadline for the fulfillment of your unpaid payment obligations under these agreements, so that all such obligations immediately become due and payable, as well as suspend Our services to you until full payment of such amounts.

4.5.	Payment disputes.
We will not exercise Our rights under Section 4.3 (Overdue Payments) or 4.4 (Suspension of Service and Expedition), in the event that the applicable charges are the subject of a reasonable dispute and activated in good faith and you are cooperating with due diligence. to resolve this dispute.

4.6.	Taxes.
Unless stated otherwise, Our monthly fees do not include any taxes, fees, duties or similar state taxes of any nature, including but not limited to, value added, sale, use or withholding taxes. 'down payment, which may be established by any local, state, provincial, federal or foreign authority (collectively referred to as "Taxes"). It is up to you to pay any Tax related to your purchases based on this deed. If we have a legal obligation to pay or collect Taxes payable by you under this paragraph, the relevant amount will be invoiced to you and paid by you, unless you provide us with a tax exemption certificate authorized by the tax authority. qualified. To clarify,
 
5.	EXCLUSIVE RIGHTS
5.1.	Reservation of rights.
Without prejudice to the limited rights expressly granted under this deed, we reserve all rights, titles and interests inherent in the Services, including all related intellectual property rights. This deed does not grant you any rights unless expressly provided for.

5.2.	Restrictions.
You must not (i) allow third parties to access the Services, unless permitted by this agreement or the Order Form, (ii) create derivative works based on the Services, (iii) copy, rework or duplicate on different servers (mirror) any part or content of the Services, if it is not copying or re-processing on your internal networks or otherwise directed for purposes of your internal activity, (iv) reverse engineer the Services or (v) access the Services to (a) build a competitive product or service or (b) copy features, functions or graphics of the Services.

5.3.	Ownership of your data.
You have exclusive ownership of all rights, titles and interests in all of your data.
 
6.	CONFIDENTIALITY
6.1.	Definition of Confidential Information.
In the context of this agreement, the term "Confidential Information" means all confidential information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), either verbally or in writing, to which attributed the character of confidentiality and which must reasonably be understood as confidential, based on the nature of the information and the circumstances of the disclosure. Your Confidential Information will include your data; Our Confidential Information will include the Services; each party's Confidential Information will include the terms and conditions of this Agreement and all Order Forms, as well as all business and marketing plans, technology and technical information, the product plans and projects and business processes communicated by that party. However, Confidential Information (other than your data) will not include information that (i) is or generally becomes known to the public without the breach of obligations towards the disclosing Party, (ii) was already known to the receiving Party prior to the disclosure provided by the Disclosing Party without breach of obligations towards the Disclosing Party, (iii) are received from third parties without breach of obligations towards the Disclosing Party or (iv) independently developed by the Receiving Party.

6.2.	Protection of Confidential Information.
Unless permitted in writing by the disclosing Party, (i) the receiving Party shall pay the same level of care as it takes to protect the confidentiality of its own confidential information of a similar type (but in no case never less than reasonable attention) in not disclosing or use the Disclosing Party's Confidential Information for any purpose outside the scope of this Agreement and (ii) the receiving Party shall restrict access to the Disclosing Party's Confidential Information to employees, suppliers and agents who need to access it for any purpose compliant with this Agreement and who have entered into confidentiality commitments with the receiving Party, which must contain safeguards no less stringent than those prescribed in this deed.

6.3.	Protection of your data.
Notwithstanding the foregoing, we will take appropriate administrative, physical and technical protection measures to safeguard the security, confidentiality and integrity of your data. We will not (a) modify your data, (b) disclose your data, except as required by law under Section 6.4 (Mandatory disclosure) or in the forms expressly permitted in writing by you, or (c) access your data except to provide the Services, prevent or solve technical problems inherent to the Services, or at your request, for reasons related to customer assistance.

6.4.	Compulsory disclosure.
The receiving Party may disclose the Disclosing Party's Confidential Information if required to do so by law, provided that the receiving Party provides the disclosing Party with advance notice of such mandatory disclosure (to the extent permitted by law) and reasonable assistance, at cost to charged to the disclosing Party, where the latter intends to oppose the disclosure. If the Receiving Party is required by law to disclose Confidential Information about the Disclosing Party in civil proceedings to which the Disclosing Party is a party, and if the Disclosing Party does not contest the disclosure, the Disclosing Party will reimburse the Receiving Party for reasonable costs. supported by the latter for the compilation and secure access to such Confidential Information.
 
7.	WARRANTIES AND EXCLUSIONS
7.1.	Our guarantees.
We are committed to ensuring that (i) the Services will function effectively as set forth in the User Guide and the functionality of the Services will not be materially impaired during the term of the subscription. For any breach of one of the aforementioned guarantees, the only compensation available to you will be the provisions of Section 10.3 (Termination for just cause) and Section 10.4 (Refund or payment in the event of Termination) below.

7.2.	Mutual guarantees.
Each party certifies and warrants that (i) it has the legal capacity to enter into this Agreement and (ii) it will not transmit to the other party any harmful or dangerous Code (with the exception of Dangerous Codes previously transmitted by the other party, to the party who provides the guarantee).

7.3.	Exclusions.
Except as expressly provided for in this contract, both parties decline any kind of guarantee, express, implied, mandatory or otherwise. In addition, each party specifically disclaims all implied warranties, including warranties of merchantability or fitness for a particular use, to the fullest extent permitted by applicable law.
 
8.	DATA PROCESSING (GDPR - General DataProtection Regulation)

Interzen Consulting takes customer privacy and full compliance with the GDPR very seriously; undertakes to protect it within the terms established by the applicable regulations, Legislative Decree 196/2003 and Regulation (EU) 2016/679.

In order to provide correct information regarding the processing of the data received from the Customer, please refer to the "Information on the processing of personal data" document attached to this economic offer and available on the institutional website https://www.zenshare.it/ privacy-policy /, which you declare to have received and understood in the entire content.
 
9.	INDEMNITY
9.1.	Compensation from Us.
We will defend you against any claim, request, appeal or proceeding (hereinafter referred to as "Claim") made or directed against you by third parties who claim that the use of the Services, in the forms permitted herein, involves violations or appropriation undue intellectual property rights attributable to a third party. In addition, we will indemnify you from any damages granted by final judgment and from the reasonable legal fees incurred by you under such Claims, provided that you (a) immediately provide us with written notice of the Claim; (b) we have been entrusted with exclusive control over the defense and settlement of the Claim (it being understood that we will not be able to settle any Claim, if the transaction has not unconditionally exonerated you from any liability); and (c) we are provided with all reasonable assistance at Our expense.

9.2.	Compensation from you.
You will defend Us against any Claim made or made against Us by third parties who claim that Your data or your use of the Services in violation of this Agreement, involves a violation or misappropriation of the intellectual property rights of third parties or violate applicable law. You will also indemnify Us from any damages granted by final judgment and reasonable attorney fees incurred by Us in connection with such Claims, provided that We (a) immediately provide written notice of the Claim; (b) You are entrusted with the control of the defense and the settlement of the Claim (it being understood that you will not be able to settle any Claim if the settlement has not unconditionally exempted us from any responsibility);

9.3.	Exclusive compensation.
This Section 8 (Mutual Indemnification) establishes the indemnifying Party's sole liability, and the indemnified party's exclusive remedy against the other party for each type of claim described in this section.
 
10.	LIMITATION OF LIABILITY
10.1.	Limitation of Liability.
In no event will the overall liability of each party, arising from or related to this contract, whether it be of a contractual nature, or arising from a tort or any other form of liability, will exceed the total amount paid by you under this contract. . The foregoing will not limit your payment obligations, pursuant to section 4 (fees and payments for services purchased).

10.2.	Exclusion of consequential and related damages.
In any case, neither party will be liable in any way towards the other for the loss of profit or for indirect damage, however caused, whether of a contractual nature, or deriving from a civil offense or any other form of liability, regardless of the fact. that the party has been advised of the possibility of such damages. This limitation of liability will not apply to the extent prohibited by applicable law.
 
11.	DURATION AND WITHDRAWAL
11.1.	Duration of the contract.
This Agreement will be effective from the date you accept it and will be effective until the expiration or termination of all User Subscriptions granted under this Agreement. If you choose to use the Services for the 30-day free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the 30-day free trial period.

11.2.	Duration of subscriptions of purchased users.
The subscriptions of the users purchased by you will be valid from the start date specified in the relevant Order Form and will be effective for the entire duration of the subscription specified therein. Unless otherwise specified in the relevant Order Form, all users' Subscriptions will be automatically renewed for further periods of the same duration as the expiring subscription, or for one year (the shorter period shall prevail between the two), unless a of the parties does not provide the other with a specific communication aimed at specifying the intention not to renew at least 30 days before the end of the subscription period in question. Unit prices during this renewal period will be equal to the previous period, unless We have sent you written notice of the increase at least 30 days prior to the end of the preceding period, in which case the price increase will be effective from the time of renewal onwards. Such increase must not exceed 7% of the price of the Services in question with respect to the immediately preceding subscription period, unless the price of that period has been indicated in the relevant Order Form as a promotional or one-off price.

11.3.	Termination for just cause.
A party may terminate this Agreement for just cause: (i) upon at least 30 days written notice given to the other party reporting a material breach, provided the latter is not remedied by the expiration of the term, or (ii) if the other party is filed for bankruptcy or any other insolvency proceedings, receivership, liquidation or assignment for the benefit of creditors.

11.4.	Refund or payment in case of withdrawal.
In the event of termination by you for just cause, we will reimburse you for any fees paid in advance to cover the remainder of the period of all subscriptions, following the effective termination date. In the event of termination for just cause by us, you will pay any unpaid fees to cover the remainder of the period of all Order Forms, following the effective termination date. In no case, the termination will release you from the obligation to pay the fees due in our favor for the period preceding the date of effective termination.

11.5.	Return of your data.
Upon request submitted by you within 30 days from the date of effective termination of a subscription for services purchased, and for a fee, we will make available to you a file to download, containing your data in "CSV" (comma separated value) format, accompanied by the attachments in the original format. After the aforementioned 30 days, we will have no obligation to keep or provide you with any of your data and, subsequently, unless prohibited by law, we will delete all your data present in our systems or in our possession or under our control.

11.6.	Provisions that will survive the expiration.
Sections 4 (Fees and payments for Services purchased), 5 (Exclusive rights), 6 (Confidentiality), 7.3 (Limitation of liability), 8 (Indemnity), 9 (Limitation of liability), 10.4 (Refund or payment in case of Withdrawal), 10.5 (Return of your data), 11 (Your counterparty in the contract, Communications, Reference legislation and Jurisdiction) and 12 (General provisions) will survive the termination or expiration of this Agreement.
 
12.	YOUR COUNTERPARTY IN THE CONTRACT, COMMUNICATIONS, REFERENCE LEGISLATION AND JURISDICTION
12.1.	Generality.
Your counterparty to this Agreement, the person to whom you must address communications under this Agreement, the law to apply in any legal proceedings arising out of or related to this Agreement, and the competent Courts shall be determined as follows:

Your counterpart is:
Interzen Consulting srl - VAT number and CF 01446720680	

Address to which you must send communications:
Strada Comunale Piana, 3
65129 - Pescara, Italy
FAX +39.085.69.08.44	

The relevant legislation is:
Italian legislation	

The competent court with exclusive jurisdiction is:
The Forum of Pescara, Italy.

12.2.	Methods of sending communications.
Unless otherwise specified in this Agreement, all communications, authorizations and approvals under this Agreement must be in writing and will be deemed to have been provided in the event of: (i) personal delivery, (ii) the second business day after sending by post, (iii) the second business day after sending a confirmed fax, or (iv) the first working day after sending by email (the email sent will not be sufficient to notices of termination or claim subject to indemnification). Communications sent to you will be directed to the system administration designated by you in connection with the relevant Services account and, in the case of billing-related communications, to the billing contact identified by you.

12.3.	Agreement on the relevant legislation and on the competent court.
Each party accepts the aforementioned reference legislation in force regardless of any conflict of law rules and accepts the exclusive jurisdiction of the competent court determined on the basis of the criteria indicated above.
 
13.	GENERAL PROVISIONS
13.1.	Export compliance.
In relation to the supply and use of the Services, each party will comply with the export laws and regulations in force in Italy. Without limiting the effectiveness of the foregoing, (i) each party certifies that it is not on any Italian government list containing persons or entities prohibited from exporting and (ii) You will not allow access to or use of the Services in violation of any embargo, prohibition or limit on exports provided for by Italian law.

13.2.	Relationship between the Parties.
The parties represent independent contractors. The Agreement does not give rise to any partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

13.3.	Absence of third party beneficiaries.
This Agreement does not provide for any third party beneficiaries.

13.4.	Waiver and cumulative protective measures.
Any omission or delay by either party in exercising rights under this Agreement will not constitute a waiver of the rights in question. Unless otherwise expressly established in this contract, the protection tools provided for therein have an additional and non-exclusive character with respect to any other legal or patrimonial protection instrument belonging to a party.

13.5.	Severability.
If any provision of this Agreement is found to be contrary to law by a competent Court, the provision will be amended by that Court and will be interpreted in such a way as to best fulfill the objectives of the original provision, to the fullest extent permitted by law, while the remaining provisions of this Agreement will remain effective.

13.6.	Legal fees.
Upon request, You will pay all Our reasonable legal fees or other costs incurred by Us to collect the monthly fees or charges payable under this Agreement as a result of your breach of Section 4.2 (Billing and Payment).

13.7.	Transfer.
Neither party may assign its rights or obligations under this Act, by effect of law or otherwise, without having obtained the prior written consent of the other party (which must not be unreasonably revoked). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including Order Forms), without the consent of the other party, to its Affiliates or in connection with merger, acquisition, corporate reorganization or sale of all (or substantially all) of its assets without the involvement of a direct competitor of the other party. The only remedy to protect one of the parties for any presumed transfer made by the other party in violation of this paragraph will be constituted - at the choice of the non-transferring party - by the termination of this Agreement upon written communication to the transferring party. In such event, We will reimburse you for any fees paid in advance to cover the remainder of the period of all subscriptions, following the effective termination date. Without prejudice to the foregoing, this Agreement will be binding and valid on the parties, their respective successors and assignees within the limits of the law. We will reimburse you for any fees paid in advance to cover the remainder of the period of all subscriptions, following the effective termination date. Without prejudice to the foregoing, this Agreement will be binding and valid on the parties, their respective successors and assignees within the limits of the law. We will reimburse you for any fees paid in advance to cover the remainder of the period of all subscriptions, following the effective termination date. Without prejudice to the foregoing, this Agreement will be binding and valid on the parties, their respective successors and assignees within the limits of the law.

13.8.	Entire agreement.
This Agreement, including additions thereto, as well as all Order Forms, constitutes the entire agreement between the parties and replaces all previous or contemporary agreements, proposals or certifications, expressed in written or oral form, in relation to the object. Any changes, amendments or waivers in relation to any provision of this Agreement will not be effective unless they are drawn up in writing and signed or accepted electronically by the party against whom the modification, rectification or waiver may be claimed. However, limited to any conflict or inconsistency between the provisions set out in the text of this Agreement and the text of additions or Order Forms, the terms indicated in the additions or Order Forms will prevail.

 
14.	DESCRIPTION OF SERVICE

The service will be provided in SaaS mode (Software as a Service) and will be reachable at the following address

http://cloud.zenshare.it/companyname

Once activated, the user will receive login credentials via email. Therefore it is essential that upon accepting this offer the customer communicates the e-mail addresses of the users who must be activated for the ZenShare Cloud service.

The service can be purchased by the customer by subscription based on the version chosen. The subscription can be subscribed on the basis of named users. For a description of the versions, features and prices, refer to the links https://www.zenshare.it/listino-zencrm-cloud/

15.	SERVICE ACTIVATION TIMES

The activation times of the service are estimated in about 1 working week from the acceptance of this offer and from the payment.

The maturity of the fee will start from the first day of the month following the activation of the cloud environment. The activation will be communicated by e-mail sent by Interzen to the customer with whom the access data will be communicated.