The following license agreement (“Agreement”) defines the use of www.mossap.com (the “Site”, the “Website”) and the services offered through the Site (the “Service”, the “Services”). By accessing and using the Site and the Service, even during the trial period, you agree to be bound by the terms of this contract.

1. TERMS
Proximi s.r.l. Unipersonale (the “Supplier”, “We”, “Our”) provides its Service (as defined below) to the User/Subscriber through its website www.mossap.com, subject to this Agreement.
This Agreement constitutes a contract between the parties (the Supplier and “the User/Subscriber”), even if it is electronic and it is not physically signed by the parties. By accepting this Agreement, or by using the Service, you confirm that you have read, understood and agreed to be bound by these terms and that the information you provide is yours, either in your own right of use, or that you own the authority to bind such terms on behalf of a company or another legal entity represented.
If you do not have this authorization, or if you do not agree with the terms or conditions of this Agreement, you are not authorized to use the Service for any purpose and must discontinue the use of any part of it.

2. CHANGE
We may update these Terms and Conditions of Service at our sole discretion, from time to time without notice. The User/Subscriber accepts that the continued use of the Service after any update will constitute acceptance of the updated Contract. You can review the most current version of the Terms and Conditions of Service at any time at: https://www.mossap.com/terms.

3. DESCRIPTION OF SERVICES
The functionality of the Service varies according to the subscription level subscribed and includes the Site, the software tools and other services provided to the User/Subscriber through the Website.
Any new features added to the Service will be subject to this Agreement.
The Service is provided with a “best-effort” approach, trying to keep it available as detailed in the following paragraphs, with the exception of: planned downtime (which will be notified in advance), any unavailability caused by circumstances beyond Our reasonable control, such as technical events outside of Our control.

4. ACCESS AND USE OF THE SERVICE
4.1. In accordance with the terms and conditions of this Agreement, you agree to access and use the Service only for your internal business purposes as set forth in these Terms. Except for your limited right of access and use of the Service as expressly granted in these Terms, all rights, title and interest in the Service and its components, including all related intellectual property rights, belong to and will remain solely the property of the Supplier.
4.2. The User/Subscriber accepts to NOT:

• licensing, sublicensing, selling, reselling, leasing, transferring, assigning, distributing, sharing or commercially exploiting the Service or making the Service available to third parties, unless expressly permitted by these Terms;
• use the Service to process data on behalf of third parties;
• modify, adapt or hack the Service, or otherwise attempt to obtain unauthorized access to the Service or its systems or networks;
• use the Service in any unlawful way, including, but not limited to, violation of people’s privacy rights, violation of a person’s intellectual property rights in violation of applicable law;
• use the Service in any way that interferes with the integrity or performance of the Service and its components;
• attempt to decrypt, decompile, decode or otherwise discover the source code of any software component that makes up the Service;
• use the Service to publish, upload, link with, link to, or intentionally store any unlawful, racist, obscene, discriminatory contents or containing viruses, malware or other malicious software;
• use or attempt to use the Service in violation of these Conditions.

4.3. You acknowledge and agree that the Service, and any software used in connection with the Service, contains proprietary and confidential information protected by applicable intellectual property laws. Except as expressly authorized by the Supplier, the User/Subscriber agrees to not modify, rent, lease, loan, sell, distribute or create works based on the Service, in whole or in part. You acknowledge and agree to not copy, modify, create a work resulting from “reverse engineering” or attempt to discover any source code, sell, assign, sublicense, or transfer any right to use the service and software owned by Supplier. The User/Subscriber agrees to not access the Service by any other way than the interface provided by the Supplier for access to the Service. All texts, images, User/Subscriber interfaces, trademarks, logos, sounds, music, illustrative material and source code (the “Content”) published on the Website are the property of the Supplier, or are granted licensed by the Supplier, and are protected by the laws on trade, copyrights, patents and trademarks and other intellectual property rights.
4.4. The User/Subscriber is responsible for all information, data, texts, messages or other materials published or otherwise transmitted via the Service. The User/Subscriber is responsible for maintaining the confidentiality of his access data and his account and is fully responsible for all activities that occur under his login or account.
4.5. The non-application by the Supplier of the provisions of these Terms does not constitute a waiver of such provision or any other provision of these Terms.

5. THIRD-PARTY SERVICES
The Supplier uses third-party services and APIs to send and receive information on behalf of the User/Subscriber. It is not uncommon for APIs to experience slowdowns and cause delays in processing changes. In no case will the Supplier be held responsible for any problems or delays caused by third party services or API.

6. INTELLECTUAL PROPERTY RIGHTS
Rights granted to you for use of the Service pursuant to these Terms do not confer any additional rights to the Service or any intellectual property rights, such as patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property associated with it, which instead belong in their entirety to the Supplier. Mossap® and the othe
r names of products and services of the Supplier and the logos used or displayed in the Service are registered or unregistered trademarks of the Supplier (“Trademarks”) and the User/Subscriber may use such Trademarks only to identify themselves as customer and user of the service, without any possibility of claiming any right on the Trademarks or use the Trademarks to defame or discredit the Supplier, its services or its products.

7. PRIVACY AND DATA SECURITY
7.1. In providing the service to the User/Subscriber, the Supplier shall maintain the necessary administrative, physical and technical measures to protect the security, confidentiality and integrity of the data.
7.2. To operate the Service, the processing of data is made by the User/Subscriber, except any operation necessary by the Supplier to provide assistance in response to the User/Subscriber’s service requests. The Supplier undertakes to not disclose such data except as required by law, when requested by the User/Subscriber, or in accordance with the terms of the Privacy Policy, available at https://www.mossap.com/privacy-policy and incorporated into these Conditions.

8. EXCLUSION OF WARRANTY
The use of Service is at the sole risk of the User/Subscriber. The Service, including the site and its content, and all server and network components are provided on an “as is”, “as available” and “with all faults” basis. The User/Subscriber acknowledges that the Supplier does not guarantee that the service will be uninterrupted, timely, safe, error-free or virus-free, and no information or advice obtained from the Supplier or through the service will create any warranty not specifically established in these terms.

9. LIMITATION OF LIABILITY
9.1. The User/Subscriber expressly relieves the Supplier from any liability for direct and indirect damages of any nature that the User/Subscriber or third parties may, in some way, suffer for the use or non-use of the Service, as well as for errors and malfunctions of it, as well for any direct or indirect damage that may be incurred immediately or in connection with the Service or for the failure to provide the connectivity by the operator of the telecommunications network. The Supplier remains expressly relieved from any liability for direct and indirect damages of any nature caused by third parties who unlawfully access the service due to a lack of caution by the User/Subscriber in protecting his User ID and Password.
9.2. In no case the Supplier will be held liable for the malfunction of the Service due to a failure, overload, interruption, etc. of the Internet or electricity lines. The Supplier can not be held liable for any third parties breakdown that affects the operation of the lines provided to the User/Subscriber, including, by way of example, slow Internet connection, phone lines breakdown, electric outage.
9.3. The Supplier, without prejudice to cases of willful misconduct or gross negligence, shall not be liable for any damages, direct or indirect, deriving from faults incurred in providing the service. The User/Subscriber undertakes to not allow the use of the access authorizations provided by the Supplier to third parties – directly or indirectly, free of charge or onerous –, excluding User/Subscriber’s employees and freelance consultants who have specific contractual relationships with the User/Subscriber: the User/Subscriber assumes full responsibility in both this cases.
9.4. Except in cases of willful misconduct or gross negligence, neither the Supplier nor anyone else involved in the creation, production or supply or support the Service can be held liable for any direct or indirect damage of any kind, inherent , special or consequent, both contractual and extra-contractual, deriving from the activation or use of the Service and/or from the interruption of the service. The provisions of this article remain valid and effective even after the termination of this contract, by expiry of the terms, termination or withdrawal of the same.
9.5. The Supplier can not be held liable for non-compliance with its obligations arising from causes outside the sphere of its foreseeable control or force majeure.
9.6. The User/Subscriber undertakes to indemnify the Supplier from all losses, damages, liabilities, costs, charges and expenses, including any legal fees that may be incurred by the Supplier as a consequence of any non-fulfillment of the obligations assumed and guarantees given by the User/Subscriber with the acknowledgement of this Contract and in any case connected to the submission of the information in the space provided by the Supplier, even in the event of compensation for damages claimed for any reason by third parties.
9.7. With respect to the Terms of Service, the User/Subscriber acknowledges that the Supplier does not provide any guarantee that the service is perfectly suited for particular purposes.
9.8. In any case of loss of service or loss of User/Subscriber’s data caused by the Supplier, the Supplier will be liable for each event within the limits of the amount of money collected during the period in which the event occurred and, in any case, the Supplier will respond globally to all events that may occur during each individual service year, up to the maximum amount of money paid by the User/Subscriber for the whole year in which the loss occurred. None of the parties is responsible for breakdown caused by fire, explosion, earthquake, volcanic eruptions, landslides, storms, floods, hurricanes, avalanches, war, popular uprisings, striking riots and any other unpredictable and exceptional cause that prevents the Supplier from providing the Service.
9.9. The User/Subscriber agrees to relieve the Supplier from any liability in case of complaints, legal actions, governmental or administrative actions, losses or damages (including any legal fees) due to any illegal use of the service by the User/Subscriber. The Supplier can suspend the service anytime without notice; in that case, the User/Subscriber will be refund with the portion of the fee calculated on the remaining days of non-delivery of the Service.

10. BILLING, PLANNING CHANGES AND PAYMENTS
10.1. The Service is made available on a “pay-as-you-go” basis and is charged at the beginning of the chosen subscription period (Monthly or Yearly). At the end of the free trial period it is possible, after entering a valid Credit Card, to activate the service according to the chosen subscription plan. Otherwise, the account is suspended until payment information and authorization is provided. The Billing is considered anticipated in relation to the renewal cycle related to the subscribed plan. The subscription is automatically renewed until the User/Subscriber decides to stop the subscription plan or to opt for a different plan. At each renewal, the User/Subscriber will receive the invoice showing the amount corresponding to the cost of the subscription plan subscribed.
10.2. Any subscription plan can be upgraded or downgraded at any time. In case of upgrading of an annual subscription plan, the cost will be automatically charged to the User/Subscriber account. When upgrading a monthly plan, the cost will be charged at the next billing cycle. There are no refunds in case of downgrade or inactivity, regardless of the subscription period. Downgrading can cause a possible loss of functionality for which the Supplier assumes no responsibility. If the monthly usage exceeds the selected portion of the plan or significantly exceeds the average monthly usage (determined exclusively by the Supplier), the Supplier reserves the right to update, disable or limit the account immediately.
10.3. In case of failure of the Credit Card payment, due to incorrect or outdated Credit Card information provided, the entire subscription plan may be suspended or canceled.
10.4. The Supplier uses a third party service to manage and process any Credit Card payment (Stripe). This intermediary is not authorized to store, keep or use the User/Subscriber’s billing data except for the current transaction.
10.5. Unless otherwise stated, Our rates do not include any taxes and duties that may be set by any local, state, provincial or foreign jurisdiction (“Taxes”). When requested, tax payment is mandatory for the User/Subscriber. These taxes will be directly invoiced when requested by the Italian law.
10.6. The Supplier reserves the right to change the Service subscription plan prices without any notice if these changes do not produce any variation to the previous subscriptions. Changes to the price of current subscriptions will take effect only after sending a notification to the User/Subscribers. This notification will be sent by e-mail to the e-mail address provided by the User/Subscriber during the registration process.

11. CANCELLATION AND RESOLUTION
11.1. The User/Subscriber is responsible for canceling his account and can exercise this right from the appropriate link located in the subscription management area. After canceling a subscription, access to all content and functionality provided by the platform is automatically lost. The Supplier also reserves the right to subsequently delete such contents. The operation is not reversible. If the User/Subscriber cancels his subscription before the end of the current subscription period, the cancellation takes effect immediately and no further amount is charged.
11.2. The Supplier has the right to modify or suspend the Service or any part of it (temporarily or permanently) and reject any or all current and future uses of the Service. The Supplier has the right to suspend or stop any account or part of it (or the use of Service by the User/Subscriber) and remove and discard any content that is deemed to violate these Terms. The Provider will do everything possible to send one or more notices by e-mail before the suspension or termination of the account. Any fraudulent, abusive or illegal suspected activity may be grounds for immediate termination of the use of and may be addressed to the law enforcement authorities. The Supplier will not be liable towards the User/Subscriber or third parties for any modification, suspension or interruption of the service.

12. REPORT OF THE PARTY
Parties are independent contractors. These Conditions do not create any partnership, franchise, joint venture, fiduciary or employment relationship between the parties.

13. ASSIGNMENT; ENTIRE AGREEMENT; REVIEW
The Supplier may assign or transfer these Terms to the transferee (in whole or in part and without restrictions) if he agrees to be fully bound by these Terms. These Terms replace the previous versions of these Terms, or any other discussion, agreement or understanding between the parties (except any written agreements expressly accepted by both parties). The Supplier may change these Terms from time to time, and the new Terms replace the previous versions.

14. SEPARABILITY
The failure of the Supplier to exercise or state any right or provision of the Terms does not constitute a waiver of such right or provision. If a provision of the Terms is held to be invalid by a Court, the parties agree that the Court should endeavor to give effect to the intentions of the parties as set in the provision and to interpret that provision to the fullest extent permitted by law to make valid and applicable these provisions. The User/Subscriber and the Supplier agree that any cause of action arising from or related to the Site or the Services must occur within one (1) year after ascertaining the cause of the action, otherwise, this cause of action is permanently canceled.

15. SERVICE POSITION AND TERRITORIAL RESTRICTIONS
The information provided by the Service is not intended for distribution or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to any laws or regulations, or would subject the Supplier to any registration requirement under that jurisdiction or country. The Supplier reserves the right to limit the Service’s availability or any part of it, to any person, geographic area or jurisdiction, at any time and at its sole discretion, and to limit the service or other features provided. The Supplier controls and manages the Service and the Website from its offices located in Italy and makes no representations or warranties that the information, products or services contained on the Website are appropriate for use or access in other countries. Anyone who uses or accesses to the Site from different locations does so on its own initiative and is responsible for compliance with Italian laws regarding online conduct and acceptable content, if and to the extent such local laws are applicable. The Supplier reserves the right to limit the availability of the Site or any part of it to any person, geographic area or jurisdiction, at any time and at its sole discretion, and to limit the amount of such content, programs, products, services or other function provided. Due to the global nature of the Internet, the User/Subscriber agrees to comply with all local laws regarding online conduct and acceptable content. Specifically, the User/Subscriber agrees to comply with all applicable laws regarding the transmission of technical data from Italy or from the country in which the User/Subscriber resides.

16. LAW APPLYING
These Conditions and all contracts with the Supplier are subject to the Italian law. For any controversy that may arise in relation to the services regulated here, the Court of Varese will be the exclusively competent court. The Supplier have the option to renounce to the jurisdiction of the Italian Law and the jurisdiction of the Court of Varese when it takes any legal action against any User/Subscriber: in this case the Supplier can chose to act under the jurisdiction of the Country where the User/Subscriber resides or where the action is exercised.