The supply of the Voome Jade Cloud Service governed by the contract (hereinafter referred to as “Contract”) which is concluded between the company Voome s.r.l. with registered office in Milan (MI), via Pergine 12, P.I. and CF 11493810961 (hereinafter for brevity “Voome” or “Supplier”) and the person, natural or legal, or the public or private body, or the association, identified / or as a customer in the part called “The Parties of Contract “(hereinafter” Customer “for brevity), jointly referred to as” Parties “. The Contract consisting of these supply conditions (hereinafter referred to as “Conditions” for brevity) and the other documents indicated below, which all form an integral and substantial part of it for all legal purposes.
The terms below, where named in the Agreement, have the following meaning: Cloud Voome Jade Service: the service provided by Voome that allows the Customer, upon payment of the monthly fee, to use and manage a virtual infrastructure made up of resources software and the Voome Jade application software (hereinafter also referred to as “Cloud Service or Service” for brevity) which allows you to send multimedia content via a telematic network to “media player” devices and to use all the other functions described in the commercial documents that can be downloaded from the site internet www.voome.com/voomejade. For the provision of this service, Voome uses the virtual server hosting services of the company Amazon Web Services, Inc. 24/7/365: it is an acronym to indicate that, without prejudice to the hypotheses of suspension / interruption provided for in this contract, the supply and / or use of the Voome Jade Cloud Service is guaranteed seamlessly 24 hours a day, seven days a week and 365 days a year. Activation Done: a confirmation of service activation and, if applicable, the access credentials (login and password) will be sent by e-mail from Voome to the Customer. The contract and a brief specification of the Vome Jade Cloud Service purchased will be attached to the email. Software Licenses: the authorizations issued by Voome as the owner of the software products. User: any natural or legal person who has been authorized by the Customer to use one or more Voome Services.
2) Object of the contract
The object of the contract is the supply of the Cloud Voome Jade Service with the methods and technical characteristics and at the economic conditions in force at the time of its conclusion.
3) Completion of the contract
The existing contract is accepted in full and together with the “Service Level Agreement” (hereinafter referred to as “SLA” for the sake of brevity). The SLA will be attached to this contract and will be an integral part, in its entirety, of this contract. refers. Voome reserves the right to modify the “SLA” several times during the contract and in any case at any time. Each new “SLA” enters into force in the same manner as above and will be published on the website www.voome.com in the dedicated section. 3.1 The contract is fully accepted (including the “SLA”) when the Customer signs the contract, or, in the absence of signature, when the Customer sends a copy of the payment for the Service. This operation constitutes a contractual proposal pursuant to Art. 1236 cod. civ. towards Voome which is free to accept or reject the current proposal, except in any case to communicate it by e-mail to the address indicated by the Customer at the time of the previous communication, within the following 48 working hours from receipt of the contract proposal .3.2 In the absence of acceptance of the proposal sent by the Customer and in any case of failure to activate the Service, Voome will be required to return the amount paid by the Customer; no interest or charges of any kind are envisaged. The Customer accepts that he is entitled solely and exclusively to the sum paid for the activation of the service and that he cannot make any claims for damages, compensation or any other claim against Voome.
4) Duration of the contract
4.1 The contract is valid for 12 calendar months unless otherwise indicated in the offer and / or in the customer’s order. At the end of the validity period, the contract will be tacitly renewed for another calendar year under the same conditions as the previous period. The tacit renewal of the contract may be perpetuated indefinitely or in any case until the Customer has requested, with the rules mentioned below, to terminate the contract.
4.2 Voome reserves the right to unilaterally modify the contract or part of it (for example prices and / or configuration of one or more services) upon written notice to the contract holder (the new contract will be sent). Once the communication has been received, the Customer, within 5 days, will have the possibility to renew the contract by accepting the changes made (silent consent), or he can refuse the proposal and then withdraw the same without charges or penalties. In this second case, the Customer must communicate to Voome the intention to terminate the contract due to the non-acceptance of the proposal for unilateral change of the contract, the Customer will be required to communicate his choice to Voome within the established time and in writing (registered letter , e-mail, certified e-mail or fax). It is specified that in the absence of communication from the Customer, the new contract will be fully accepted (silent consent) and that each new contract eliminates and replaces the previous one.
4.3 If the Customer wishes to terminate the contract, he must communicate it in writing (e-mail, registered letter, fax or PEC) to Voome within 24 hours from the natural expiry and the contract will terminate at the end of the requested period without any penalty and without any charge; if the Customer decides to terminate the contract before the end of the contractual period, no reimbursement is provided for the unused days or for any prepaid months.
4.4 Voome reserves the right to terminate the contract univocally upon expiry of the contract and for any reason without being asked for damages, compensation, lost earnings or any other form of financial compensation, caused directly or indirectly by the termination of the use of the Cloud Service. . Should the supply contract terminate, by the will of Voome, before the end of the contract period, Voome undertakes to return the full amount paid by the user for the current month and any prepaid and unused months.
4.6 Voome may terminate the contract immediately, without notice and without any penalty or request for damages when the Customer is in default by violating one or more points of this contract.
5) Costs and payments
5.1 Payment times and methods Costs will be established from time to time through economic offers. Client will pay for the Cloud Service in advance. Please note that Voome will have the possibility to modify prices and / or one or more configurations (see chap. 4.2).
5.2 Responsibility of the Customer regarding the timeliness of payment The continuity of the Service is guaranteed by the timely purchase of the period to be made by 18.00 on the last working day prior to the beginning of the next period. It will be the Customer’s responsibility to keep in mind the average processing times for payments depending on the method chosen, and will also be solely responsible if the payment is not made in time to ensure the continuity of the service. For each payment made, the Customer expressly accepts that the invoice will be sent to him in electronic format.
6) Courtesy of the Service
The Service is provided as long as there are active payments; when there are no more active payments Voome will suspend the service and, out of mere courtesy, will keep the data inside for the first 5 days from the expiry of the contract, so that the Customer can reactivate the service without having to reload data and configurations. After 5 days of courtesy, if the Customer has not made the payment, the data entered and processed by him (or whoever for it) in the virtual infrastructure will be permanently deleted and will therefore not be recoverable.
7) Obligations, limitations and responsibilities of Voome
7.1 Voome guarantees the Customer the supply and use of the Cloud Service 24/7/365 in compliance with the service levels provided for by the technical specifications and by the Service Level Agreement (SLA) attached to this contract . Voome’s obligations and responsibilities are those defined in the contract, therefore in the event of a breach or non-fulfillment attributable to Voome, Voome will be liable exclusively and for the maximum amount paid for the month in effect at the time of the disservice; it will not be possible to request direct or indirect damages of any nature or kind from Voome. The foregoing limitations and exclusions apply to the maximum extent permitted by law in the Client’s jurisdiction. The Customer expressly agrees that the overall liability of Voome and that of its affiliates and suppliers in accordance with or in relation to this contract will be limited to the amount possibly paid by the Customer to purchase the Cloud Services for the current calendar month. This limitation will also apply in the event of a substantial or material breach of this contract or a breach of substantial or material terms of the same.
7.2 Voome reserves the right to interrupt the Service to carry out technical interventions aimed at improving the functioning of the infrastructure. If these interventions are necessary, Voome will communicate the suspension of the service by e-mail to the Customer with at least 3 days’ notice; the communication will also indicate the timing for restoring normal activity.
7.3 Voome will not make any specific backups of the data / content entered by the Customer in the virtual infrastructure unless otherwise specified in the contract (see Agreements and customized services). Voome will make periodic copies of the entire content of the storage for its own caution and for the purpose of a possible restoration of the Services; in any case Voome does not offer any guarantee regarding the protection or conservation of the data / contents entered in its service. The Customer is required to make a complete backup of the data / contents entered by him in the system and to take all the necessary security measures to safeguard them.
7.4 Voome will in no case be considered responsible for the use made of the virtual infrastructure in relation to critical situations involving, by way of example, specific risks for the safety of people or environmental damage, specific risks in relation to critical services in gender; in such cases, Voome makes itself available to evaluate and negotiate with the Customer a specific “mission critical” agreement with the respective agreements on service levels.
7.5 The Service Level Agreement (SLA) will be attached to this contract. 7.6 Voome will have no responsibility, not even for failure to check, on the content entered by the user.
7.7 It is expressly understood that Voome has no general surveillance obligation, therefore Voome does not control or monitor the conduct implemented by the Customer through the infrastructure made available by Voome. Voome does not control or monitor the information or data and / or content entered by the Customer or his collaborators in the infrastructure itself. Voome is unrelated to any activity that the Customer carries out in full autonomy by accessing remotely with the credentials at his disposal. Once the Customer has accessed the service, the sole owner, pursuant to Legislative Decree 195/03, of the processing of any data entered and / or processed in this infrastructure.
8) Obligations and rights of the Customer
8.1 The Customer has the right to use the Service 24/7/365 and in accordance with the service levels stated in the SLA. The Customer acknowledges that, in the event of non-compliance with the same by Voome, he is entitled only to the compensation provided (sum paid for the calendar month), therefore the Customer will not be able to request any compensation for direct or indirect damages of any kind. or species. The Customer therefore acknowledges and accepts that he cannot ask Voome for any compensation for damage when one or more conditions exist in the presence of which the SLA itself excludes its applicability. The Customer guarantees that the data and information communicated to Voome for the purpose of concluding the contract are true and correct.
8.2 The Customer declares to have adequate technical knowledge necessary for the correct use and management of the Voome Jade software application. In any case, the Customer acknowledges and accepts that the data / contents entered by him in the aforementioned infrastructure and their dissemination on the Internet through said infrastructure are carried out exclusively at his own risk and under his sole responsibility.
8.3 The Customer is solely responsible for the content of the information, in any intelligible form whether expressed, that he sends or receives, both privately, by e-mail, or in public areas present indifferently on the Voome server and / or on those of The Customer is the only person responsible for any prejudicial consequences that such information could entail for third parties and this with reference to the current legislation in both civil and criminal matters.
8.4 The Customer is solely responsible for criminally punishable offenses and is obliged to comply with the laws and regulations, relating to copyright and copyright, as well as for unauthorized access to other systems and the violation of the rules of conduct in internet, made through the use of the account assigned to him and attributable to him, and also for what may be entered into the system through these accounts.The Customer is solely responsible for the contents (by way of example and not exhaustive: videos, images , music, lyrics etc.) present and / or published through the Voome Jade software and / or conveyed through the network or printed or sent to digital screens, assuming all civil and criminal liability deriving, regardless of ownership, by who on his behalf has designed, developed, printed, manufactured or technically keeps it active and possible by offering the service.
8.5 The Customer is solely responsible for the security of their access data and, to this end, is obliged to choose a secure password and to change it periodically with a frequency not exceeding 3 months, therefore Voome is not responsible for any non-access allowed or unauthorized. Voome will not keep the login credentials sent to the Customer, so it will not be possible to request a new one. The Customer is solely responsible in the event of disclosure or loss of credentials. Voome will not be able to recover any lost or lost passwords, if the Customer has lost the access credentials it will no longer be possible to enter the dedicated area and recover the data present in that system protected by the aforementioned accesses.
8.6 The Customer is obliged to respect the deadlines due to Voome, even if the service was partially provided.
8.7 The legal representative of the contract, ie the Customer, be it a natural or legal person, is solely responsible for this contract. If the Client is a reseller, or makes use of third parties (by way of example and not limited to: collaborators or consultants), he is required to inform the third parties, which he has allowed in any capacity to use the Cloud Service, about the rules of this contract and will respond jointly to them in the event of disputes.
8.8 The Customer undertakes to notify Voome, in written form (e-mail, registered letter, PEC or fax), of any changes in their personal data and / or their contact details.
8.9 The Customer undertakes to inform Voome in case of unauthorized use of his account or of any other breach of security found.
8.10 The Customer, if he were a reseller, can resell Voome’s services (together with the software part) to the end customer by applying a profit margin. The reseller will never, under any circumstances, resell the Voome services to another reseller. The reseller who has offered the Voome Cloud Service to third parties is obliged to inform them about the rules of this agreement and will be Voome’s counterpart in the event of disputes; it will eventually be up to the reseller to make use of it towards his customer.
9) Assistance and consultancy
Voome offers technical assistance, where explicitly provided for in the contract, through the trouble ticketing system that responds to the email address firstname.lastname@example.org with staff available from 9 pm to 6 pm (CEST) from Monday to Friday. In case of malfunction of the services outside these hours / days, please communicate the malfunction by e-mail, Voome will do everything possible to solve the problem as soon as possible.
9.1 If the Customer requests personalized advice, this will be assessed in terms of feasibility and risks by Voome and will be economically calculated in the final balance.
10) Suspension of the service
Without prejudice to the provisions in points 1, 5, 6 and 7 of this agreement, Voome reserves the right to suspend the Cloud Service, even without notice, without this being contested as non-fulfillment or violation of the Agreement in case of: non-fulfillment or violation of the rules set out in this contract by the Customer; there are reasonable grounds to believe that the Cloud Service is being used by unauthorized third parties; causes of force majeure such as (by way of example but not limited to) earthquakes, floods, fires, etc., or in the case of circumstances which, at Voome’s sole discretion, are dangerous for the entire network and / or for people or things, to carry out emergency interventions or related to the resolution of security problems (example by way of example and not limited to: attack on Voome servers by hackers); in these cases the service will be restored when Voome, at its discretion, deems that the causes that led to the suspension or interruption of the service have been removed or eliminated; judicial or extrajudicial dispute of a civil and / or criminal and / or administrative nature involving the Client and which has as its subject acts and conduct carried out through the Cloud Service; request for suspension made by the Judicial Authority.
11) Express termination clause
Without prejudice to any of its other rights, Voome reserves the right to terminate this contract pursuant to art. 1456 s.s. Civil Code if: the Customer or whoever has stipulated the contract for it defaults in the payment of the sums due to Voome under this contract or other attached contracts stipulated with the same; the user assigns this contract or the use of the Service to third parties for any reason whatsoever; a violation of the rules provided for by the Italian legal system is committed as a crime, if the fact becomes known to Voome; the rules of conduct normally adopted in telematic services and in the use of the internet or the technical or behavioral provisions communicated by Voome itself are not observed; there is the existence of acts and / or proceedings (by way of example and not limited to: injunctive decrees, precepts and enforcement procedures) that prove the Customer’s insolvency; there is a declaration of bankruptcy or subscription by the Client to other insolvency proceedings; there is a violation by the Customer or the user of the obligations and prohibitions of this Agreement. The termination will occur by law when Voome communicates to the Customer that it intends to make use of this termination clause.
12) Final provisions
12.1 This Agreement cancels and replaces any other previous agreement that may have occurred between Voome and the Customer attributable for any reason to the same access credentials (login and password) and concerning the Cloud Service and constitutes the final and integral manifestation of the agreements concluded between the Parties on this subject. No changes, footnotes or clauses added to this contract will be valid and effective between the Parties unless specifically and expressly approved in writing by both. In case of special agreements with the Customer, these must be formulated in writing and will constitute an addendum to this agreement.
12.2 In no case will any breaches and / or conduct of the Customer differing from the Contract be considered as exceptions to the same or tacit acceptance of the same, even if not contested by Voome.
12.3 The Customer undertakes not to transfer the contract to third parties without the prior written authorization of Voome.
13) Applicable law and competent court
The contract must be assumed to be concluded when Voome sends a communication to the Customer of Activation Executed (as described in this contract), therefore the Judicial Activity of the Court where Voome had its registered office at the time of the conclusion of the contract will be competent. The contract governed solely by Italian law, the Italian judicial authority will be jurisdictionally competent, exclusively, to resolve and decide in any dispute relating to the contract.
14) Agreements and customized services
The software solutions that can be chosen and configured in the structure will be the following:
- Voome Jade Easy Edition
- Voome Jade Standard Edition
- Voome Jade Retail Edition
- Voome Jade Enterprise Edition
- Voome Jade Booking
A disk space of at least 5GB and data band available for a maximum of 5Gbyte / month is activated for each customer, counted for each media player configured in the system. The available data bandwidth will be provided in “best-effort” mode. Pursuant to articles 1341 – 1342 of the Italian Civil Code declares to have read and understood exactly and to approve exactly and specifically each of the clauses (expressly including the individual paragraphs and sub-paragraphs of this contract); all paragraphs and sub-paragraphs of the “Service Level Agreement” document
- Voome Jade Booking
SERVICE LEVEL AGREEMENT (SLA)
The supply of the Voome Jade Cloud Service governed by the contract (hereinafter referred to as “Contract”) which is concluded between the company Voome s.r.l. with registered office in Milan (MI), via Pergine 12, P.I. and CF 11493810961 (hereinafter for brevity “Voome” or “Supplier”) and the person, natural or legal, or the public or private body, or the association, identified / or as a customer in the Activation Request (hereinafter for brevity “Customer”), jointly referred to as “Parties”. The Contract consisting of these supply conditions (hereinafter referred to as “Conditions” for brevity) and the other documents indicated below, which all form an integral and substantial part of it for all legal purposes.
Object and purpose of this document
This document, the “Service Level Agreement” which will later be referred to as SLA for the sake of brevity, aims to define the Cloud Services provided by Voome, in particular the reference parameters for the provision of the service called “Voome Jade”. This document establishes the rules of interaction between Voome and the Customer and will apply to each Customer and to each contract.
1) Validity and duration of the SLA
This SLA enters into force indefinitely for each Customer from the start date of the contract and ends with the termination of the contract to which it refers. Voome reserves the right to modify the SLA several times during the contract and in any case at any time upon communication by e-mail to the contact communicated by the Customer at the time of completing the contract. Each new SLA comes into force in the same manner as above and will be published on the website www.voome.com in the dedicated section. When the Customer receives the proposal for unilateral modification of the contract, he will have the possibility, within 3 days from the date of receipt of the message, to accept the changes made, or reject the proposal and then withdraw the same without any charge or penalty.
In this second case, specifically the Customer asks to withdraw from the Contract stipulated with Voome due to the non-acceptance of the proposal for a unilateral change of the contract, the Customer will be required to communicate his choice to Voome within the established time frame and in writing: registered mail, fax or pec.
2) Operational functionality SLA
2.1 Voome will make every reasonable effort to ensure maximum availability of the virtual infrastructure and Voome Jade application software. 2.2 For the provision of the Cloud Voome Jade service, Voome uses the virtual server hosting services of the company Amazon Web Services Inc. available with a monthly “uptime” of at least 99.95%. The percentage of monthly “uptime” time is calculated by subtracting from 100% the percentage of minutes of the month in which the system is in a state of “service not available”. The percentage of monthly “uptime” time excludes from the measurement the minutes of unavailability of the service due directly or indirectly to one or more causes of exclusion (see later, point 5).
3) Scheduled maintenance
Scheduled maintenance time is not counted for the purpose of guaranteeing continuity of service. Scheduled maintenance can be both ordinary and extraordinary and will be used to maintain the functionality of the entire infrastructure (physical part and virtual part). The maintenance may concern Voome or Amazon Web Services Inc. The scheduled maintenance will be communicated by Voome to the Customer by e-mail with a minimum notice of 3 days; the communication will also indicate the forecasts of the timing for restoring normal activity. However, Voome undertakes to make every reasonable effort to carry out scheduled maintenance activities at times of lesser impact for the Customer, therefore outside the 8 am – 6 pm (CEST) time slot; this does not mean that Voome will be obliged to follow these times.
In the event that maintenance interventions involve the interruption of services for a consecutive period of less than 30 minutes, Voome will not be obliged to notify the Customer in writing of the blocking of the system.
4) Faults and / or anomalies
4.1 Any failures or anomalies regarding the Cloud Services provided by Voome will be reported by the Customer via written communication (by means of registered letter, fax or e-mail), following the communication, compensation may be requested as recognized in points 4.1.1 and 4.1.2 of this contract and in any case no higher sums than the monthly fee can be requested. The reported failure must actually be found by Voome in order for the Customer to claim compensation as reported in points 4.1.1 and 4.1.2 of this document.
4.1.1 Any failures or anomalies that result in the blocking of the Cloud Service, therefore the impossibility of use by the Customer (reported by the Customer and confirmed by Voome) allow the Customer the right to have, by way of compensation, a discount equal to 5% of the amount paid for the current calendar month of the disservice for each complete fraction of 30 minutes of disservice (example: in the event of a consecutive 2h block, the Customer will have the opportunity to have a 20% discount on the monthly amount paid). The maximum compensation envisaged is 100% of the aforementioned sum, no direct or indirect damage or loss of earnings, not even interest and / or other charges, are foreseen and cannot be claimed.
4.1.2 The Customer, to take advantage of the indemnity, must notify Voome of his request within 10 days of the end of the disservice. The compensation will be paid to the Customer exclusively as a subtraction of the amount in the following month. If the customer has paid several months in advance, the compensation will be paid in the form of payment within 20 days of the request being made.
5) Limits of applicability of the SLA
The following are the conditions in the presence of which the Customer is not due any compensation provided for in the SLA, despite the occurrence of any inefficiencies:
- extraordinary interventions to be carried out urgently at Voome’s unquestionable judgment to avoid dangers to the security and / or stability and / or confidentiality and / or integrity of the virtual infrastructure created and allocated by the Customer and of the data and / or information contained therein. The possible execution of these interventions will in any case be communicated to the Customer by e-mail sent to the e-mail address indicated in the order phase with notice even less than 48 hours or simultaneously with the start of the operations in question or in any case as soon as possible;
- causes of Force Majeure, ie events that objectively prevent Voome’s staff from intervening to carry out the activities set out in the Contract against Voome itself (purely by way of example and not exhaustive: strikes and demonstrations with blocking of communication routes; road accidents; wars and acts of terrorism; natural disasters such as floods, storms, hurricanes, etc.);
- anomaly or malfunction of the Service, or their failure or delayed removal or elimination due to breach or breach of the Contract by the Customer or to a bad use of the Service by him;
- failure to connect the virtual infrastructure (s) to the public network by the will or by default of the Customer;
- causes attributable to failures of the internet outside Voome or in any case beyond its control (merely by way of example failures or problems).
- unavailability or blocks of the virtual infrastructure created by the Customer due to: a) incorrect use and / or incorrect configuration or shutdown commands, voluntarily or involuntarily performed by the customer; b) anomalies and malfunctions of the software / applications installed by the customer and / or supplied by third parties; c) non-fulfillment or violation of the Contract attributable to the Customer.