Updated: 2 July 2019
These “Terms and Conditions of Use” describe the general rules applicable to the Developer Module.
Included is a section entitled “Overview”, which constitutes a substantive part of the document, and sets forth, verbatim, the terms of the B2B relationship.
Affidaty S.p.A. recognises the importance of transparency in contracts. For this reason, Affidaty S.p.A. is committed to generating any document governing the interested parties’ digital relationship as established herein in an ethical manner, and in accordance with the law applicable in any country where Affidaty S.p.A. operates.
Developer Terms and Conditions
By consenting, the user expresses his or her acceptance of these Terms and Conditions, as well as his or her willingness to enter into an online contractual relationship with Affidaty S.p.A.
Developer is granted access to the T.R.I.N.C.I. blockchain platform pursuant to the terms and conditions appearing infra.
Affidaty Developer Agreement Blockchain System, hereinafter denoted the “Developer Agreement”, is the general agreement governing T.R.I.N.C.I. Blockchain processes carried out through the use of the Developer Back Office and the SDK that determine the permanent entries made on the distributed and decentralised ledger called Independentchain, as established through the AGA-BS and in the annexed Alpha – Beta Node Classes (NC).
Independentchain is the hardware network for T.R.I.N.C.I., Affidaty’s blockchain, a completely decentralised structured governed by the annexes describing the Alpha – Beta Node Classes (NC) – and by the operating annexes defined as Terms and Conditions of Use, as well as any License-as-a-Service, FSaaS, FaaS, GpLV3 available on Github, and any free licenses available amongst the various Affidaty S.p.A. offerings across various channels managed by Affidaty S.p.A. or by a third party.
The general terms and conditions appearing supra together make up the entire agreement governing the relationship amongst Blockchain Miners, Developers, Beneficiaries, and End Users with Affidaty S.p.A., pursuant to which Developer may utilise and/or sell a module designed by Affidaty S.p.A. in-house, or any application sold by the same, or combine the functionality made available by Affidaty S.p.A.’s SDK blockchain available through the Developer platform with the added value of Developer’s own design (whether for use by Developer or any third party) thereby creating a brand-name solution to be placed onto the market in a manner distinct from Affidaty S.p.A.’s Smart-Contracts thanks to the substantive changes and/or new functions made, and in accordance with the terms set forth herein.
This agreement shall be binding, and is intended to govern a commercial relationship amongst the parties such that both parties might derive a benefit from their respective skills, using their understanding of technological systems offered by Affidaty S.p.A., and the possibility of Developer’s integration of the most modern data-transmission technologies into the same, based on blockchain, whether in-house or through outsourcing.
Developer’s goal is to propose new business solutions, new products, and new projects to meet the needs of individuals, professionals, and businesses in foreign and domestic markets.
The Blockchain services offered online are the brainchild of Affidaty S.p.A., which coordinates the offline management of interactions amongst interested parties. Affidaty S.p.A. coordinates all activities and functions, as the designated Official Point of Contact, and is an expert in the architecture and technological components which, taken together, allow for the systems to run properly, and in a compliant manner.
Developer, by accepting these terms, enters into a formal contract, agreeing to work in close collaboration to facilitate the installation of newly available technologies onsite with third parties; Developer warrants that the purposes for which the technology supplied by Affidaty S.p.A. will be used to be as a utility for the interested third parties, constituting a tangible benefit to their processes, and satisfying at least one of the following criterion:
- Cost and waste reduction / salvaging lost or dissipated resources;
- Consolidating sales / margins / market share;
- Increasing sales / margins / customer share.
The specific conditions and technical-operational aspects of each individual project may be processed jointly or separately, provided the processing complies with the standards set forth in the Overview and the Introduction.
More specifically, Developer shall, before launching any new project, identify the anticipated benefits (whether for Developer or for any interested third party) in a fair and accurate manner, generating an advance estimate on all system and operational expenses, identifying and assessing the risks and benefits according to the summary appearing below:
- Analysis of the current situation
- Draft projects
- Risk analysis
- Proposed project
- Cost-benefit analysis
- Production-phase recommendations
To ensure the best possible outcome, the analyses described in the preceding paragraph must be carried out using highly trained staff with experience in blockchain technology and back-end web security and development.
Before undertaking any project intended to supplement, improve, or update an existing process, Affidaty S.p.A. recommends Develop hire the appropriate staff.
Therefore, any Developer intending on selling and supplementing Blockchain systems must engage a Project Manager with the proven experience to carry out such goals.
The analysis as described will be carried out by Developer individually, or jointly by a work group composed of:
• Project Manager with expertise in budgeting and tracking expenses on projects;
• Experts in the design and implementation of innovative blockchain infrastructure, and web-based projects;
• Senior developer analysts.
Should the operations be handled jointly with Affidaty S.p.A., the collaboration will be governed by a written agreement signed in acceptance thereof by the parties, separately from the online contract documents.
The same document shall set forth the economic terms of the collaboration, as well as the modalities through which the contract purpose will be realised, and all activities governed thereby completed.
2. Method of Execution
In accordance with the terms and conditions set forth herein, Affidaty S.p.A. shall authorise Developer’s non-exclusive access to the T.R.I.N.C.I. blockchain development and integration services, whether directly or through Affidaty S.p.A.’s outsourcer, granting a perpetual, non-transferable, non-exclusive license intended to allow Developer the option to advertise and sell available technology to customers (end users).
Affidaty S.p.A. shall offer Developer a development environment that meets industry and SDK standards, in which Developer users can work independently to build the system they have designed. More specifically, beginning 17 October 2019, Affidaty S.p.A. launched, through its www.trinci.io website, the T.R.I.N.C.I. blockchain SDK: the fastest and most modular certified-data-transfer system in a distributed and decentralised environment, allowing all users the possibility to increase business capacity.
Moreover, through this website, Developer users have the option of direct access to Affidaty’s Developer Back Office, and to sign up by filling out all required fields on the form posted to the same. At the end of this procedure, the Developer user will receive a confirmation to the email address entered at the registration phase. Following the initial log-in, the Developer user will receive an additional email with information on their Wallet. Once registered, the Developer user can log into their account, and then use a link to download and install the SDK. The SDK is accessed by entering one’s Application Key (available on one’s profile) and an Application ID (associated with the applications created by the Developer user in the Applications section). Affidaty S.p.A. also gives Developers the option to invite other Developers; Developer has the option to block and/or unblock them directly from their Account. Users invited this way will receive, in turn, an email containing a link to access Affidaty’s Developer Back Office and to register using the same procedure described supra.
3. Fees and Expense Reimbursement
Activities not falling within the general fee appear below:
Documentation for commercial use
Licensing agreement documentation
Manual for the modules available through the store
Follow-up seven (7) business days following the application being placed into service
Fine Tuning seven (7) business days following the application being placed into service
The following rates apply to paid technical support:
Training programmes onsite with Developer (by appointment)
Daily rate of €2,500 + VAT (from a minimum of one  business day to a maximum of three  business days)
Remote tech support
€250.00 / hr
Onsite tech support
€800 + VAT (billed at four-hour intervals with a four-hour minimum, plus reimbursement of travel expenses)
Training course packet for scheduled courses (three  for each calendar year every four  months)
€3,000 + VAT per year
Follow up at the end of the free-trial period
€500 + VAT per day
Fine Tuning at the end of the free-trial period
€1,000 + VAT per day
4. Fee Invoicing and Payment Terms
Unless otherwise agreed, payments must be made in Italy.
Developer shall pay for all services in advance until Developer’s credit application is approved by Affidaty S.p.A. Should Affidaty S.p.A. grant credit-account privileges to Developer, payment may be made thirty (30) days following the invoice date. Payments made later than thirty (30) days from the invoice date shall be subject to a late-payment interest rate accruing for each day of delay on the total “economic” amount for the product or service.
The late-payment interest rate shall not exceed the statutory maximum. Affidaty S.p.A. may modify the credit conditions granted to Developer should there be any change in Developer’s credit history or credit worthiness, or upon Developer’s failing to make timely payments under this contract. All amounts paid to Affidaty S.p.A. by Developer shall be non-refundable unless otherwise stated herein.
Developer may reject the tender of any service hereunder, or any other contract pending between Affidaty S.p.A. and Developer.
Should Developer fail to pay Affidaty S.p.A. any amount due hereunder, such failure shall not relieve Developer of the duty to pay for the service or product.
5. Operational Points of Contact
All direct contacts between Affidaty S.p.A. and Developer with respect to the product or service, and all decisions regarding the same, shall be made by those persons identified in writing at the beginning of each contract between the Parties.
Affidaty S.p.A. shall identify their point of contact on a case-by-case basis.
6. Limitations of Liability for the Product or Service
Without prejudice to Affidaty S.p.A.’s duty to provide services in a workmanlike manner, Affidaty S.p.A. shall not assume any liability other than what is contemplated herein.
Consequently, Affidaty S.p.A. shall not be liable or responsible for any direct or indirect damages of any kind or magnitude incurred by Developer and/or any third party for any services rendered by Developer.
7. Third-Party Service Expenses and Payments
Blockchain has led to a paradigm shift: assessments are now made by mathematical algorithms that discern a set of rules through Smart Contracts, apply them autonomously using complex calculations systems, and guarantee that the assessment results cannot be altered.
This ensures that when a Smart Contract is signed in blockchain, no participant can cheat the system to the detriment of the others.
Upon joining the T.R.I.N.C.I. community, Developer agrees to notify third parties that all members (the interested parties) and Developer may only be act within the Synkrony Alias pursuant to the Terms and Conditions of Use.
Through the Synkrony Alias one can access T.R.I.N.C.I. Blockchain Services, which are charged to the Synkrony Alias Wallet in real time as the cost for all TPS transactions entered. “Entries” in this context means a user adding a hash to the chain.
Costs vary depending on the module and/or the volumes provided an advance estimate at the sign-up phase, and on the network resources used.
T.R.I.N.C.I. calculates transactions individually using the acronym TPS, meaning Transactions per Second. Each transaction recorded in blockchain may have different values depending on the type of Smart Contract, also known as the “Module”, the Developer intends to implement.
Regardless, the charge method will not be subject to change, and will ONLY ever be calculated based on the blockchain entry (“entry” in this context means the inclusion of a transaction in the blockchain which certifies that an event happened at a distinct moment in time, and in a specific geographic location).
Depending on the Smart Contract the Developer wishes to use, various scenarios might arise. For any Smart Contract licensed by Affidaty S.p.A. “as a service”, one can set up charges for entries to be applied to the organisation creating the blockchain network as a licensee by choosing that option from the system-preferences window in the login menu provided by Affidaty S.p.A. to the licensee, or provided by Developer to the licensee.
In all cases, the list of prices for each “TPS” at the beginning of each new relationship will be listed, as enumerated infra.
Payments for Blockchain entries vary depending on the module in which the Developer is working, and the quantity of resources used therein.
For more information on pricing, please view the Price List or for even greater details, please consult the terms and conditions for the module you elect to use.
Affidaty S.p.A.’s proprietary modules, also known as Smart Contracts, along with those owned by any third party, operate on T.R.I.N.C.I. Blockchain according to the provisions set forth herein, and are recorded onto the decentralised and distributed network called Independentchain pursuant to the terms specified in the AGA-BS.
The T.R.I.N.C.I. Blockchain on Independentchain offers a number of membership types. The price varies from module to module, but the cost is always borne by the party writing the blockchain, and receiving a benefit therefrom. These modules will only, without exception, grant access to organisations through the Synkrony Alias. Using the Synkrony Alias, you can agree to join an organisation by assenting to the conditions set by the community who accepted the rules of the module. You do this by signing the Smart Contract, or through your private key.
By signing the Smart-Contract or Module with that same private key, you accept the rules of the same, and the associated payment terms. Each Smart-Contract contemplates specific cost functions, as well as details of the network class in which it operates. Additionally, the modules differ in terms of security class and continuity-of-service level, which likewise affects the cost of writing onto the blockchain.
The cost is automatically charged upon each entry being made, and is charged for each action undertaken. For example, a member enters cost N on the blockchain; N Token is deducted from the Wallet, which must be pre-loaded with the electronic payment systems based on the actions one wishes to take. For further information on how to pay, please review Payment Methods.
8. Transaction Security
The Developer Modules allows the Smart Contracts to apply to a set of cases identified by the Developer. However, just as with other modules offered by Affidaty S.p.A., the entries are processed by T.R.I.N.C.I., which records the transactions onto the Independentchain network. Independentchain is a decentralised, distributed hardware network composed of certified nodes. That architectural hardware supports three different classes of nodes, which are distinguished by security level, and by continuity of service of the module. For more information on the key elements of the network classes, please review AGA-BS.
Developer has the option of choosing the class of nodes onto which the transactions will be recorded. Moreover, Developer shall inform third parties of the specific class of nodes on which the smart contract will record the transactions, with reference to those characteristics of nodes appearing in the (NC) annex for the chosen class: Alpha – Beta.
9. Settings for Entries made on the Decentralised and Distributed Independentchain network:
- 1) Blockchain network settings for Developers:
– Selection of the power capacity needed to support the estimated daily transactions;
– Location services for the Farms / selection of the positions within which the T.R.I.N.C.I. entries/transactions will be delineated;
– Selection of the Security Class (NC);
– Description of the transaction / Cryptocurrency or asset type
- 2) Price list for each TPS (short for “Transactions per Second”) grouped by node class is available in the Price List.
3) Payment Terms
1) Payments shall be made in the manner better described in Payment Terms based on a fee-per-asset-transaction model at the TPS rate for the selected node class.
Attention: The TPS prices appearing above shall only be valid for a given set of pre-purchased and pre-paid TPS. If the Admin users opts instead for a “pay-per-use” TPS rate, the maximum rate of €0.25 per TPS shall apply.
10. Programme Licensing Agreement
Developer agrees that the product license for Developer’s own end-customers shall be subject to the Synkrony Alias Licensing Agreement, which Developer will share with interested third parties. Affidaty S.p.A. may modify any provision within the programme Licensing Agreement on an as-needed basis, providing five (5) days’ notice thereof to Developer.
Affidaty S.p.A. shall not be liable, under any circumstances, as against any third party for any direct, indirect, incidental, special, punitive, or consequential damages arising from, or relating to, the Developer Module, or from any use of such Module or any contents relating to a record entered by the Admin user, or of any resource relating to any product or service attributable to Admin user operations regarding, inter alia, downloading or accessing materials, information, product or services including but not limited to: lost profits, business interruption, benefit of the bargain, loss of programmes or other data, even where Affidaty S.p.A. has been expressly advised of the potential for such damages.
12. Minimum Age
Minor users, meaning those under fourteen (14) years of age in Italy, and those under sixteen (16) years of age in the rest of Europe, may lawfully use the Developer Module and related tools, provided they are accompanied by, and supervised by, a parent or guardian. To accept these Terms and Conditions, minor users must be supervised by a parent or guardian with parental rights over, or standing in loco parentis with respect to, who acts as guarantor for all user rights and obligations within the Developer Module. By using the Developer Module, the user agrees to be contacted by Affidaty S.p.A. for important notices regarding the user’s account. For any minor user, the parent or guardian will be contacted instead.
13. Processing of Developer Data
14. Third Parties Entries and Data Protection
- a) Solutions generated by Developers within T.R.I.N.C.I. Blockchains are called Smart Contracts. A Smart Contract is made up of all data, software, and information supplied by Developer or Developer’s end users (or their authorised users), and governs access to the T.R.I.N.C.I. Blockchain, as well as to all end-user data and associated content. Developer is liable for the Smart Contract in its entirety. The use of T.R.I.N.C.I. Blockchain shall not infringe upon Developer’s ownership interests or licenses, nor those of any Developer user contained in the Smart Contract. Unless otherwise stated in any licensing-as-a-service agreement executed with Affidaty S.p.A., its contractors and subprocessors may access and use the Smart Contract solely for the purpose of providing and/or managing access to, entries on, and/or the reading of the Blockchain.
- b) Developer shall be liable for securing all required rights and authorisations, and shall grant such rights and permissions to Affidaty S.p.A. and Affidaty S.p.A.’s subcontractors and subprocessors to allow them to use, supply, file, and process the Smart Contract within T.R.I.N.C.I. Blockchain. This means that Developer, before submitting any third-party personal information, shall make all required disclosures, and secure consent from such third parties if needed, including any disclosures which must be made separately / distinctly should such Smart Contract contain any transactions relating to sensitive content. Should any Smart Contract be subject to any government regulation, or to greater protection compared to the security measures specified by Affidaty S.p.A. for a given network class, Developer shall refrain from (and ensure all end users refrain from) entering or providing such Smart Contract unless specifically permitted under the terms of the licensing as a service agreement, or where Affidaty S.p.A. previously permitted otherwise, and a written waiver of such additional security measures was signed.
- c) At the request of one of the parties, Affidaty S.p.A, Developer, or its affiliates will execute additional agreements in accordance with the terms of the data-protection form included in the Smart Contract. The parties agree, both directly and on behalf of their respective affiliates, that such additional provisions shall be subject to the terms of the agreement. As required by law, Affidaty S.p.A. agrees to execute such additional agreements with Developer’s end user, provided that the end user accepts adequate limitations of liability and assumptions of risk.
- d) Upon request of the end user, or at the natural expiry, or following any legal disputes on the development environment, Developer shall eliminate or return the Smart Contract, including all end-user data. Affidaty S.p.A. shall assist Developer to the extent Developer provides the information needed to identify the Smart Contract in question, granting Affidaty S.p.A. appropriate access to the Smart Contract in question, including by providing Developer’s login credentials, if required. Affidaty S.p.A. shall return or remove Smart Contracts from the processing resources for the T.R.I.N.C.I. network and related network-writing functions on Independentchain through the Affidaty S.p.A. Master sessions, including in instances where a given Blockchain service has expired or is deleted. This may also be done earlier, at Developer’s request. Affidaty S.p.A. may charge back the costs of certain activities carried out at Developer’s request (such as the delivery of a Smart Contract in a format specifically generated by Affidaty. Affidaty S.p.A. does not retain Smart Contracts; however, the writing associated with them will remain in the blockchain within the reference class along the Independentchain network. They cannot be deleted, but they are stored in an anonymous format, meaning they cannot be associated with any natural person or legal entity. Please see Synkrony Alias Data Processing supplied by Affidaty S.p.A. for more information.
- e) Each T.R.I.N.C.I. Blockchain Service is designed to protect the Smart Contracts as described in the contract, in accordance with the GDPR. Affidaty S.p.A. data-security and privacy standards for Affidaty’s Blockchain services are available here. These generally apply to Blockchain Services, unless otherwise described in AGA-BS andSynkrony Alias. Affidaty S.p.A. shall keep the entire code for the Smart Contract, and the contents associated with the same, strictly confidential. It shall not be disseminated to anyone except Affidaty S.p.A.’s contractors and subprocessors, and only to the extent required to provide the service, unless otherwise specified in a separate contract setting forth a distinct disposal protocol. Specific characteristics and security functions for a service may be detailed in a separate annex setting forth a distinct disposal protocol, and only if mutually agreeable. Developer shall be responsible for assessing the suitability of each Smart Contract on T.R.I.N.C.I. Blockchain for the use contemplated by the same (and the use contemplated by the end user as an incorporated solution). By using the T.R.I.N.C.I. Blockchain, Developer agrees, both directly and on behalf of Developer’s end users) that the Smart Contract meets the end-customer’s requirements, and that the processing instructions are correct with respect to the end-customer’s needs.
- f) Developer agrees that Affidaty S.p.A. may modify the Statement of Privacy Practices for Blockchain Services at its discretion from time to time; such modifications shall replace any prior version. The intent behind any change to the Statement of Privacy Practices shall be to: 1) improve or clarify existing commitments, 2) maintain alignment with current standards and with applicable law, or 3) provide additional safeguards. No change to the Statement of Privacy Practices shall materially reduce T.R.I.N.C.I. Blockchain security.
15. Module Access
By accessing the Developer Module, you automatically accept these Terms and Conditions, which shall constitute the full agreement between the user and Affidaty S.p.A. The failure to exercise, or the failure to apply any right or provision established in this document shall not be construed as the abdication of such right or provision. The section headings of these terms and conditions have legal effect and shall bind Developer users and Affidaty S.p.A.
16. User Registration
17. Access Restrictions
- Training requirements:
Developer may access only those systems for which Developer has completed the required training.
- Copies of the programme:
Developer shall not copy any products except for back-up or archival purposes, or for demonstration purposes, unless such copies are only loaded onto hardware owned by Affidaty S.p.A.
- Restriction against reverse engineering, etc.:
Absent Affidaty S.p.A.’s express consent, Developer shall refrain from copying, reverse-engineering, disassembling, decompiling, translating, or modifying any products, or granting any other natural person or legal entity the right to do so.
- Restriction against accessing source codes:
Developer may not receive, edit, or otherwise use or access the source codes for any product absent Affidaty S.p.A.’s legal representative’s signed consent. Systems may only be presented by Developer in the form of online access to T.R.I.N.C.I. Blockchain Services.
- Restriction against unauthorised third-party access.
Developer shall not lend, lease, or provide access to any paid or free system to any third party for the execution, use, or copy of the same to any party who is not an authorised licensee of the programme.
- Restriction against immoral commercial practices, etc.:
Developer shall not, under any circumstances, carry on any illegal, deceitful, unfair or similar practice which might tarnish Affidaty S.p.A.’s image or reputation, or make any false, misleading, or denigrating statement or representation regarding Affidaty S.p.A. or any product developed by the same.
- Affidaty Ethics:
Developer shall use only ethical commercial methods and practices with respect to marketing, selling, and distributing products, and shall do so in accordance with those tenets that distinguish Affidaty S.p.A.’s companies, that is, Loyalty, Fairness, Transparency, and Good Faith. Developer herewith undertakes to consummate those commercial transactions that give rise to clear advantages that foster third-party economic development in a concrete manner, with demonstrable evidence, and under the motto: “Nvllivs in Verba”.
18. Membership Term and Effects
The Developer Module shall be provided on a perpetual basis, absent withdrawal by Developer User or Affidaty S.p.A., which may make updates or freeze access to the module, upon providing proper notice to Developer, for technical or organisational reasons, or for reasons outside the control of the module distributor. Affidaty S.p.A. expressly reserves the right to limit, suspend, and/or freeze access to any part of the Developer Module should Affidaty S.p.A. determine, at its sole discretion, that Developer’s has violated any term under this document. Affidaty S.p.A. shall not warrant, as against the Developer, uninterrupted access to the Developer Module; consequently, Affidaty S.p.A. shall not be held liable for any technical issue which blocks connection to the platform or to any individual page in the same and/or which blocks the use of one more features on the same. Developer undertakes to use the module offered on the Developer Module platform solely for lawful purposes. Any users taking part in any illegal activity shall be immediately ejected from the module. Developer conduct which violates such restrictions may lead to the suspension or termination of the account and access to the Developer Module platform.
19. Third-Party Content
Given that the Smart Contracts, as well as the representations, photographic and/or educational content, offers or other information constituting content which is expressed or made available from any third party are posted on the T.R.I.N.C.I. Blockchain independently by end users according to the rules established by Developer within the Smart Contract programming, Affidaty S.p.A. reserves the right to monitor such third-party content provided in accordance with Developer’s design complies with the terms of this contract, and accords with the proper use of all IT systems and company policy. Affidaty S.p.A. shall, however, be under no obligation to provide such monitoring, or to provide notice of such monitoring. “Content” means anything posted by end users in accordance with the rules established by the Developer for T.R.I.N.C.I. Blockchain Services, and belonging to their respective creators and distributors, rather than by Affidaty S.p.A. or any affiliate of the same, or any executive, director, employee, or agent thereof. Affidaty S.p.A. shall not warrant nor be liable for any user content, nor for any other content posted in the services by anyone other than Affidaty S.p.A.
20. Reporting Content
If you have reason to believe that any content, including user content, or other material posted to the Developer Module infringes on your copyright or trademark, report the matter to Affidaty S.p.A. Any duly submitted report providing sufficient details shall receive prompt attention. Send your report using this form.
To be deemed valid, the report must include:
- a) identification of the copyright-protected work subject to infringement, or in instances of reports involving multiple copyright-protected works, a representative list of such works on the site;
- b) identification of the material deemed to be violated or the subject of any unlawful activity, and which should be removed or disabled, and the information reasonably necessary to allow the material to be identified;
- c) reasonably sufficient information to allow Affidaty S.p.A. to contact the claimant (such as an address, telephone number, and an email address if possible);
- d) a statement in which claimant says they have reason to believe the use of the material, in the manner discovered, is not authorised by the copyright holder, the agent thereof, or the law;
- e) a statement that the information is true and being submitted under penalty of perjury, that the claimant is authorised to act on behalf of the person holding exclusive title to the property subject to infringement.
User agrees to receive paperless notices and text messages from Affidaty S.p.A. If necessary, the user will be contacted via SMS sent to his or her mobile phone. User agrees that all agreements, notices, information and other notices by Affidaty S.p.A. meet the statutory requirement that they be made in writing.
Developer Module may contain links to third-party websites. Affidaty S.p.A. does not monitor or supervise any linked sites, nor shall it be held liable for the accuracy, completeness, timeliness, reliability, or availability of any content loaded, visible, or distributed through the same, nor for any product or services available on such sites. If you decide to access any third-party site, you do so at your own risk and expense. The presence of a link to a third-party website shall not be construed as our approval, sponsorship, or recommendation of such third parties or content, products, or services, contained or available on the third-party site. Affidaty S.p.A. reserves the right to deactivate links from or to any third-party site.
23. Statement of Limitation of Liability
The Developer Module is provided by Affidaty S.p.A. on an as-is and as-available basis.
To the extent permitted under applicable law, Affidaty S.p.A. shall not make any warranty, whether of merchantability or fitness of use, for the same.
Without limitation to the foregoing, neither Affidaty S.p.A. nor its vendors shall provide any warranty, whether express or implied:
- 1) regarding the functionality of services, or the information, content, materials, or products relating to the same;
- 2) that the module will be 100% secure, and free of service interruptions or errors;
- 3) regarding the accuracy, reliability, or currentness of any information or content provided through such services;
- 4) that the servers or emails sent by or on behalf of Affidaty S.p.A. will be free of viruses or other harmful components.
Neither Affidaty S.p.A. nor its vendors shall be held liable for damages caused by the use or interruption of such services; this shall include but not be limited to: the use of information obtained from the module or resulting from any mistake, omission, interruption, or elimination of files or emails, errors, defects, viruses, delays in any transaction or transmission, or any out-of-service period whether as a result of force majeure or other cause, failed communications, theft, destruction, or unauthorised access to any Affidaty S.p.A. archive, programme, or service. Affidaty S.p.A. and its suppliers shall not be held liable for any incidental, special, or major damages arising from the use of the Developer Module, including in cases where Affidaty S.p.A. or its suppliers have been alerted in advance to the possibility of such damages occurring. Affidaty S.p.A. shall not under any circumstances be held liable for damages that exceed the amount paid by the Developer-user to Affidaty S.p.A.; should the user not have paid anything during this period, the user agrees to the sole remedy of ceasing and desisting from using the module, and terminating his or her account. The laws in some countries may not permit limiting liability on implicit warranties, or the assumption of risk, or limitation of liability, for certain types of damages. Should such laws apply to a given user, some or all of the representations, exclusions, or limitations cited supra might not apply, and the user may have additional rights.
24. Applicable Law
The user shall be subject to all laws of the states and countries in which the user maintains a residence, and from which the user accesses the Developer Module. The user shall be liable for compliance with such laws. The user stipulates that Affidaty S.p.A. shall not be held liable in instances where the laws applicable to the user restrict use of the module. Affidaty S.p.A. shall not provide any warranty, be it implied or express, that the user shall be legally permitted to use or participate in any application, content, contest, or sweepstakes offered through the Developer Module; furthermore, no affiliated party, or person holding themselves out to be affiliated, with the module shall have the right to render this type of warranty.
25. Title and Ownership to the Documentation and Works
Documentation of any kind, including plans, estimates, reports, and any other kind of intellectual property incorporated into any document, whether hard-copy, digital, or audio-visual, produced directly or indirectly by Affidaty S.p.A. in rendering services under the instant contract shall remain the exclusive intellectual property of the same. Developer shall only be granted a license to use such property.
26. Reservation of Property Rights
With the exception of user-posted content, all material on the Developer Module, including all content, software, graphic design, texts, and the appearance of all sites and trademarks, copyrights, patents, and other related intellectual property shall be owned or controlled by Affidaty S.p.A., its affiliates, third-party licensees, and/or advertising Developers.
The user shall not modify, remove, eliminate, expand, add to, publish, transmit, or take part in the transfer or sale of, create any derivative work of, or in any other way exploit any fully or partially protected material or element of the module.
Provided the user abides by these Terms and Conditions, Affidaty S.p.A. shall grant the user a non-exclusive, non-transferable, limited, revocable license subject to the limitations set forth herein to access and use the module. The user agrees to refrain from using the Developer Module for any other purpose. Inserting, modifying, distributing, or copying any material protected by copyright, trademarks, or other proprietary information into the services, regardless of the means used, without having secure written, advance consent from such owners shall be prohibited (Read Here). It is Affidaty S.p.A.’s policy to terminate the account of any party who reiterates their conduct, and violates a copyright or other interest after having been warned to cease and desist therefrom by the holder of the copyright, or the legal representative of the same.
The user agrees to hold Affidaty S.p.A., its vendors, subsidiaries, and affiliates, agents, Developers, and the employees thereof harmless of any loss, liability, complaint, or claim, including reasonable legal fees and expenses, asserted by any third party following a user’s use of the module in violation of these Terms and Conditions and/or following any breach of the same and/or following any breach of warranty or representation hereunder and/or where the user’s own content give rise to any duties on the part of, or as against, Affidaty S.p.A.
Should any provision in these Terms and Conditions be deemed, whether in whole or in part, null or void, in a given jurisdiction, such determination shall not affect the validity and application of that same provision in any other jurisdiction, or of the balance of these Terms and Conditions in the jurisdiction in question.
Affidaty S.p.A. shall endeavour to provide technical support to the user for any issues relating to the Developer Module.
To contact tech support, please submit a request using this form . Requests for technical support will be processed more quickly if you provide Affidaty S.p.A. staff all information required to solve the problem as soon as possible.
Affidaty S.p.A. may, at times, make changes to this document; such changes shall take effect once published or posted. When this happens, we change the date of update appearing at the top of this document. Once published, such changes shall be deemed accepted by the user if the user continues to use the Developer Module. It is therefore important that you routinely review these Terms and Conditions in order to stay up-to-date on any changes. If you disagree with any of these changes, Affidaty S.p.A. kindly asks you to immediately desist from using the Developer Module.
30. Independent Contracting Parties
Each party is, and shall remain, an independent contracting party. Nothing in this document shall be construed as creating a partnership between them. Furthermore, neither party shall have any authority to act, or to attempt to act, or to hold themselves out (whether directly or indirectly) as a functionary of the other party, or in any way to assume or create, or attempt to assume or create, any binding obligation on the part of the other party; neither party shall be deemed the employee of the other. Developer shall have no authority to designate a sublicensee or retailer of the products absent Affidaty S.p.A.’s written consent.
31. Contract Term and Termination
This contract shall take effect upon the Developer’s accessing the module.
2. Termination scenarios:
Without prejudice to any rights available under Italian law, Affidaty S.p.A. may, at its discretion, terminate this contract, and freeze access to T.R.I.N.C.I. Blockchain Services (even if already underway):
– Immediately after having notified Developer, where:
- Developer has defaulted in any payment to Affidaty S.p.A. for more than six (6) days following the solicitation of payment;
- any change in the ownership or control of Developer or its operations to which Affidaty S.p.A. has standing to object;
- With immediate effect, and without any notice required, where:
- Developer conducts its operations in breach of any instruction hereunder, or becomes insolvent;
- Developer files for bankruptcy, reorganisation, liquidation, settlement, or other proceeding with analogous effect, enters into a creditors’ agreement or personally takes advantage of the same, or becomes subject to any bankruptcy or insolvency proceeding under Italian law, or any other federal, provincial, or state statute or other Italian law relating to insolvency, cancellation of debt, or creditor protection;
- A trustee, fiduciary, or person in a similar role is appointed to handle Developer operations or to assume the ownership thereof;
- Any involuntary application or proceeding for bankruptcy or insolvency under Italian law is instituted against the aforementioned party without being suspended, imposed, or dismissed within ten (10) days;
- The Developer passes a resolution to wind up its operations, or does in fact wind up or dissolve its business or business capital, or in any instances of voluntary dissolution.
32. Rights relating to Termination
Unless otherwise expressly contemplated herein, any termination of the foregoing shall not be construed as a cancellation of any orders placed prior to the date such termination took effect. In any termination scenario:
- – All amounts owed by Developer shall be accelerated, becoming immediately due and payable;
- – Affidaty S.p.A. may, at its discretion, buy back some of all products in Developer’s warehouse at a price equal to the price paid by Developer for the products, less a reasonable restocking fee;
- – Permission granted to Developer for the use of any trademarks shall lapse;
- – Developer shall not hold itself out as a commercial Developer authorised by Affidaty S.p.A., or use any other term indicating they are authorised to promote, market, or distribute any product, desist from the use of any commercial materials and letterhead or other stationery employing such designation;
- – The license granted under this contract shall be immediately revoked, and within ten (10) days thereafter, Developer shall return all copies of the software’s user manual in Developer’s possession, as well as all technical documentation and related updates;
- – Developer shall desist from operations relating to the promotion, commercialisation, or distribution of the products, or otherwise relating to the same;
- – No recovery of investments;
- – At the end of this contract, Affidaty S.p.A. shall have no liability, under any circumstances, as against Developer, for any expenses incurred by the same, investments made, relationships entered, or goods purchased by Developer, or otherwise relating to Developer’s commercial activity as needed for Developer to properly discharge all duties under this contract. Should the contract be terminated for cause due to Affidaty S.p.A. breach, Affidaty S.p.A. shall refund any payment made for any Blockchain Service applicable to the period following the date of termination. Should the contract be terminated for any other reason, the user shall pay Affidaty S.p.A., as of the date of termination, the total amounts due under the Contract. Finally, Affidaty S.p.A. may help the user migrate his or her content to another service for an additional fee, pursuant to terms to be negotiated separately inter partes.
The articles under this contract shall survive and remain in effect in accordance with their terms irrespective of contract termination. No termination of this contract shall infringe upon any rights or remedies available within Italy.
34. Applicable Law and Forum Selection
This Contract shall be governed by laws applicable in the Republic of Italy.
Should any dispute arise between the Parties regarding this Contract, the matter shall be heard by the Court of Milan.
2. Forum selection outside of Italy.
Should any dispute arise from this contract outside of Italy, the following courts shall hear matters falling within their respective jurisdictions:
- Brazil : Brasilia
- United States : Washington
- Canada : Ottawa
- Peru : Lima
- Argentina : Buenos Aires
- Chile : Santiago del Chile
- Colombia : Bogotá
- Ecuador : Quito
- Venezuela : Caracas
- Uruguay : Montevideo
- Hong Kong : Hong Kong
- Australia : Canberra
- New Zealand : Wellington
- India : New Delhi
- Philippines : Manila
- Indonesia : Jakarta
- North Korea : Pyongyang
- South Korea : Seoul
- Vietnam: Hanoi
- Russia: Moscow
- Turkey : Ankara
- France : Paris
- Cyprus : Nicosia
- Ukraine : Kiev
- Belgium : Brussels
- Germany: Berlin
- Portugal: Lisbon
- Spain: Madrid
- UK: London
- Ireland : Dublin
- Slovakia : Bratislava
- Switzerland : Bern
- Croatia : Zagreb
- Andorra : Andorra la Vella
- Greece : Athens
- Albania : Tirana
- Romania : Bucharest
- Bulgaria : Sofia
- Estonia, Latvia, and Lithuania: Tallinn, Riga, Vilnius
- Austria: Vienna
- Norway: Oslo
- Belarus : Minsk
- Bosnia- Herzegovina: Sarajevo
- Denmark: Copenhagen
- Slovenia : Ljubljana
- Finland : Helsinki
- Hungary : Budapest
- Iceland : Reykjavik
- Liechtenstein : Vaduz
- Luxembourg : Luxembourg
- Malta : La Valletta
- Moldavia : Chisinau
- Monaco : Monaco
- Montenegro : Podgorica
- Netherlands : Amsterdam
- Poland : Warsaw
- Czech Republic : Prague
- Republic of Macedonia : Skopje
- Serbia : Belgrade
- Sweden : Stockholm