Service Level Agreement (SLA)	Response Time	Resolution Time
Critical software issue	1 business hour	8 business hours
Installation/configuration	2 business hours	16 business hours
Feature usage	2 business hours	16 business hours
Non-critical issue	2 business hours	48 business hours

The user acknowledges that such timeframes may vary depending on the nature of the request, the presence of other ongoing support activities, and any unforeseen technical issues, and hereby releases Sysman from any liability for failure to comply with said timeframes. The determination of the intervention methods and related operations is solely at the discretion of Sysman, which will decide, at its sole discretion, which actions to perform. Sysman therefore reserves the right not to carry out support interventions if it deems it more appropriate to replace the software with any updates thereof. Sysman may also perform support activities, if necessary, through a remote diagnosis/remote assistance service that allows remote control of the customer's system. The user hereby authorizes Sysman to access their systems within the scope of such service. Remote assistance interventions will be carried out in compliance with the provisions of Article 10 below. Sysman guarantees that interventions will be performed exclusively on the licensed software and, where necessary, on programs operating in connection with it (such as, by way of example, databases, operating systems, etc.). The user hereby releases Sysman from any liability for any malfunctioning of said programs, even if resulting from interventions carried out by Sysman. In the event of non-payment or delayed payment of fees, the support service will be suspended without the need for any prior notice or formal notice from Sysman. The support service is not guaranteed if the user has not installed the software updates made available by Sysman. If economic conditions remain unchanged, maintenance/support contracts shall be considered automatically renewed from year to year, unless expressly terminated by registered letter at least 60 days before their expiration date.

8. WARRANTY

Sysman guarantees that the software will function in substantial accordance with the manual(s) and the written materials accompanying the product. The software is provided free from defects beyond normal tolerance, meaning those that impair its operation. The presence of defects within normal tolerance shall not entitle the user to invoke the warranty under this article. The warranty is provided for one year from the software activation date and, for subsequent entirely new versions of the same (major releases), for six months from their activation date. The warranty is limited, at Sysman's sole discretion, to: (a) intervention on the software to eliminate the problems; (b) replacement of the software with another copy free from problems; (c) replacement of the software with any updated versions thereof; (d) provision of support to enable the user to directly remedy the reported defect. If, at Sysman's sole discretion, the elimination of the reported defects requires particularly complex interventions, Sysman reserves the right, as an alternative to the above warranty interventions, to terminate the contract by refunding the user the amount paid for the license purchase or, in the case of rental, an amount equal to the fees received in the twelve months preceding the termination. Software replacement will only take place upon return of all materials provided, along with a copy of the purchase invoice. Access to Sysman's websites and online services, if available, shall be covered exclusively by this warranty and subject to the limitations set forth in the following article.

9. WARRANTY LIMITATIONS

The warranty described in the preceding article constitutes the only warranty provided by Sysman and establishes the sole remedies available to the user. Except as provided in this contract and any warranties expressly established as mandatory by law, Sysman does not recognize any other warranty, express or implied, regardless of its source. Sysman assumes no responsibility for the software’s and related documentation’s suitability for the user’s specific purposes, nor for any infringement of third-party rights committed by the user through the use, proper or improper, of the software. In no event shall Sysman be liable for damages (including, without limitation, loss of profit, business interruption, loss of information, or other economic losses) arising from the use of Sysman products, even if it has been advised of the possibility of such events. The user shall forfeit any warranty if the software defects result from accident, improper use, incorrect application, or attempts to tamper with and/or modify the software. Sysman shall also not be liable in any way for problems, regardless of their cause, related to the user’s hardware or other software. The presence of functional defects shall in no case constitute grounds for contract termination. These warranty limitations shall remain in effect even after the termination of the contract for any reason, but shall not entitle the user to continue using the software, receiving updates, or any other services from Sysman.

10. CONFIDENTIALITY

The software is provided as confidential, and the user is required to take all necessary precautions to ensure the maintenance of such confidentiality. In particular, the user shall keep the Sysman software confidential and shall not disclose or make it available to third parties (except to their employees, and solely for the use permitted by the license) without prior written consent from Sysman. The medium containing the software and any backup copy, duly marked, must be stored in a secure location not accessible to third parties. The user expressly authorizes Sysman to collect from their server(s) a set of identifying data of said server(s), solely for the purpose of verifying compliance with the terms of this contract. Sysman guarantees that no other data contained in the user’s computers will be collected, processed, disclosed, or used during this activity.

11. TERMINATION OF THE CONTRACT

In the event of termination of this contract for any reason, the user must return to Sysman all received materials, including any backup copies, and delete the licensed software from their hardware. Software deletion shall also be mandatory during the term of this contract if the user replaces their hardware. Unless otherwise specified, the maintenance and remote support contract shall be considered tacitly renewed unless terminated by registered letter with return receipt at least 90 days before the expiration date.

12. APPLICABLE LAW AND JURISDICTION

This contract is governed by Italian law. For any dispute relating to the interpretation, execution, or termination of this contract, the Court of Ivrea (TO) Italy shall have exclusive and mandatory jurisdiction. By validating this agreement during installation, the customer declares to have fully read and understood the general license terms attached to the licensed software and available on the website www.sysman.it, to accept them in full, and to specifically approve, pursuant to Article 1341 of the Italian Civil Code, the following clauses contained therein: Art. 2 (suspension of software use and license rental); Art. 4 (waiver of the right to raise objections); Art. 5 (exclusion of liability); Art. 6 (prohibition of license and software transfer; termination clause); Art. 7 (support intervention methods; exclusion of liability; suspension of support); Art. 8 (warranty provision methods; warranty extension); Art. 9 (warranty limitations; exclusion of liability; forfeiture of warranty; prohibition of contract termination); Art. 12 (applicable law and jurisdiction).

 

Terms of Use for Licenses and On-Demand Services

WARNING: The use of software developed by Sysman and the services connected to it (hereinafter referred to as Sysman software) is subject to the conditions of the contract set forth below. Use of the software implies the user's careful reading and full acceptance of the contract terms. If the user does not accept the clauses of this contract, they are not authorized to use the software.

1. PURPOSE OF THE CONTRACT

Through this contract, Sysman grants the end user the right to use the software under a usage license. The right of use is for a fixed term unless renewed. The software will be installed at a data center chosen by Sysman and configured from time to time on a virtual server for the exclusive use of the contracting party or shared with other Sysman clients. The contracting party acknowledges that, for the execution of this contract, Sysman may delegate third parties to perform part of the services covered herein (“Services”).

2. REMOTE ACCESS BY THE CONTRACTING PARTY

(a) Access Criteria. During the subscription period, Sysman shall: (i) maintain a copy of the software and data on a server, (ii) allow authorized users remote access and interface (via the Internet using suitable and properly configured browsers) with an executable version of the software operating on and from a server, and (iii) allow only authorized users to access and modify data, and store additional data, through the use of the server by the contracting party (collectively, the “Services”). (b) Ownership. The contracting party acknowledges that the Services authorize remote access to the software only by authorized users as described in this contract and do not permit downloading or otherwise obtaining copies of the software or data other than those uploaded by the contracting party or authorized users.

3. AUTHORIZED USERS

(a) Registered Users. Upon conclusion of this contract, the contracting party shall provide Sysman with the names of its registered users. During the subscription period, certain registered users (duly appointed by the contracting party) may, on behalf of the contracting party, request Sysman to add or remove individuals from the list of registered users. (b) Invited Users. Certain registered users (duly appointed by the contracting party) may invite other individuals to access the software and data as “Invited Users.”

4. USAGE AND INSTALLATION FEES

Availability of the software is subject to regular payment of service usage fees. In the event of non-payment or delayed payment of fees, access to the software will be automatically blocked without prior notice or formal default by Sysman, and the rental license will not be renewed. Sysman will restore software usability and proceed with any license renewal only upon full payment of the outstanding fees.

5. COPYRIGHT

This license does not constitute a sale of the software. Sysman shall retain exclusive ownership of the software and all related intellectual property rights, reserving all rights not expressly granted to the user under this contract, in accordance with applicable Italian and international copyright laws.

6. PROHIBITION OF TRANSFER

Use of Sysman software is permitted only to the contracting party and the users referred to in Article 3 above. The contracting party may not transfer, in any way or form, the license, software, or related materials without prior written authorization from Sysman. Violation of this prohibition will result in automatic termination of this contract and the obligation for the contracting party to compensate Sysman for all resulting damages, including those arising from unauthorized third-party use of the software, in addition to liability under applicable industrial property protection laws.

7. SUPPORT AND UPDATES

Payment of the fee entitles the user to receive, free of charge, all software updates made available by Sysman. Unless otherwise expressly agreed in support contracts, technical support will be provided via a dedicated online Help Desk, directly staffed by Sysman technicians, on business days from 9:00 AM to 1:00 PM and from 2:00 PM to 6:00 PM. Support will not be provided during the August closure period (typically the two central weeks) and is not guaranteed during Christmas and Easter holidays. Technical support will be provided according to the response times listed for each type of intervention in the Service Level Agreement table below.

The user acknowledges that the aforementioned timeframes may vary depending on the nature of the request, the presence of other ongoing support interventions, and any unforeseen technical issues, and hereby releases Sysman from any liability for failure to comply with such timeframes. The determination of the intervention methods and related operations is exclusively at the discretion of Sysman, which will decide, at its sole discretion, which actions to perform. Sysman therefore reserves the right not to carry out support interventions if it deems it more appropriate to replace the software with any updates thereof. Sysman may also provide support services, if necessary, through remote diagnosis/remote assistance that allows remote control of the customer's system. Sysman reserves the right to update the software platform installed on its servers (new release) one or more times per year according to the schedule released from time to time. Such updates may result in service interruptions lasting approximately 4 hours. The user hereby authorizes Sysman to access their systems as part of such service. Remote assistance interventions will be carried out in accordance with the provisions of Article 10 below. Sysman guarantees that interventions will be performed exclusively on the licensed software and, where necessary, on programs operating in connection with it (such as, by way of example, databases, operating systems, etc.). The user hereby releases Sysman from any liability for potential malfunctions in such programs, even if resulting from interventions carried out by Sysman. In case of non-payment or delayed payment of fees, the support service will be suspended without any prior notice or formal warning from Sysman. The support service is not guaranteed if the user has not installed the software updates made available or indicated by Sysman. If economic conditions remain unchanged, maintenance/support contracts shall be considered renewed annually unless expressly terminated by registered mail within 60 days of their expiration date.

8. WARRANTY

Sysman guarantees the operation of the software in substantial conformity with the manual(s) and written materials accompanying the product. The software is provided free from defects exceeding normal tolerability, meaning those that impair its functionality. The presence of defects not exceeding normal tolerability shall not entitle the user to activate the warranty under this article. The warranty is provided for the entire duration of the software usage fee subscription. The warranty is limited, at Sysman's sole discretion, to: (a) intervention on the software to eliminate problems; (b) replacement of the software with another copy free from problems; (c) replacement of the software with any updated versions thereof; (d) provision of assistance to enable the user to directly remedy the reported defect. If, at Sysman's sole discretion, the elimination of the reported defects requires particularly complex interventions, Sysman reserves the right, as an alternative to the aforementioned warranty actions, to terminate the contract and refund the user an amount equal to the fees received in the twelve months preceding the termination. Access to Sysman's websites and online services, if available, will be covered exclusively by this warranty and subject to the limitations set forth in the following article. The Contractor shall be solely responsible, at their own expense, for the creation, maintenance, and operation of the Internet connection (whose speed may significantly impact the response times of Contact Pro Ready On Demand), including all hardware and software, properly configured browsers, modem, and access lines.

9. WARRANTY LIMITATIONS

The warranty described in the preceding article constitutes the only warranty provided by Sysman and establishes the sole remedies available to the user. Except as provided in this contract and any warranties expressly established as non-waivable by law, Sysman does not recognize any other warranty, express or implied, regardless of its source. Sysman assumes no responsibility for the possible unsuitability of the software and related documentation for the user's specific purposes, nor for any violation of third-party rights committed by the user through the use, proper or improper, of the software. In no event shall Sysman be liable for damages (including, without limitation, loss or missed profits, business interruption, loss of information, or other economic losses) resulting from the use of Sysman products, even if advised of the possibility of such events. The user shall forfeit any warranty if the software defects result from accident, improper use, incorrect application, or attempts to tamper with and/or modify the software. Sysman shall also not be liable in any way for problems, regardless of cause, related to the user's hardware or other software. The presence of operational defects shall not, under any circumstances, constitute grounds for contract termination. These warranty limitations shall remain effective even after the termination of the contract for any reason, but shall not entitle the user to further use of the software, to receive updates, or other services from Sysman.

10. DATA STORAGE METHODS

(a) Data. During the term of the contract, Sysman and any third parties it may appoint to perform the services will create backup copies of modified data, each of which will be stored for at least seven (7) days from the date of the backup unless replaced by a subsequent backup. This daily backup shall in no way be considered a substitute for a disaster and business recovery plan that the customer may have in place, in cases of destruction, loss, interception, or damage to the customer's data, and the customer acknowledges that Sysman's responsibility is expressly limited to the execution of backup copies only. Sysman will treat all data as confidential and will use it, in strict compliance with applicable law, solely to: (a) provide the Services, (b) collect transaction-related information for statistical purposes and to measure the business volume involved in the provision of the Services, (c) monitor the use of the Services by the Customer and Authorized Users for security purposes, (d) enforce the provisions of this Agreement, and (e) share it with third parties appointed by Sysman who need such information in order to provide the Services, provided they are also subject to similar confidentiality obligations. For clarity, Sysman's obligation to treat such data as confidential shall not apply to information that (1) Sysman obtains from other sources or creates independently without the need for the data and does not disclose in order to include it among the Customer's data, or (2) Sysman is legally required to disclose (but only to the extent such obligation exists). Sysman may store copies of the data solely for backup purposes after the termination or expiration of this Agreement, it being understood that Sysman is not required to retain such copies for more than thirty days following the termination or expiration of this Agreement. Sysman hereby agrees to return a copy of the data to the customer upon formal request at the end of this contract.

(b) Personal Data. No personal data provided by the Customer will be disclosed by Sysman to third parties without the Customer’s consent.

11. WEBSITE AND SERVER SECURITY

As part of the Services, Sysman (or third parties appointed by it) undertakes to adopt security measures (such as passwords and encryption) and maintain other protective measures (including antivirus software) reasonably aimed at preventing the destruction, loss, interception, or alteration of data by unauthorized persons, and that are in line with current industry practices. The Customer expressly acknowledges that, despite Sysman's commitment to adopt or ensure the adoption of such reasonable procedures to prevent breaches of security measures, it is impossible to maintain a completely secure environment and waives any objections in this regard. Consequently, the Customer agrees not to include in the data or otherwise upload to the system any information or document that is classified or otherwise designated by any Government as requiring protection for national security reasons against unauthorized data disclosure. The Customer is hereby obligated to indemnify Sysman against any claims for compensation, damages, or other legal actions brought by third parties either due to a breach of the above obligation or due to the use or unauthorized installation of third-party data or, in any case, in violation of third-party rights. Without prejudice to Sysman's specific obligations, the Customer is solely responsible for any damage or loss due to unauthorized destruction, loss, interception, or alteration of data by unauthorized parties.

12. CONFIDENTIALITY

The user expressly authorizes Sysman to collect a series of identifying data from the computers used, solely for the purpose of verifying compliance with the terms of this agreement. Sysman guarantees that, through this activity, no other data contained on the user's computers will be collected, processed, disclosed, or used.

13. TERMINATION OF THE CONTRACT

In the event of termination of this contract for any reason, the user must return to Sysman all materials received. Unless otherwise specified, annual fees shall be considered automatically renewable unless terminated by registered mail with return receipt at least 90 days before the expiration date.

14. APPLICABLE LAW AND JURISDICTION

This contract is governed by Italian law. For any dispute relating to the interpretation, execution, or termination of this contract, the Court of Ivrea (To) Italy shall have exclusive and mandatory jurisdiction.