Terms of Service

1.1 "Affiliate"

means any legal entity in which either party directly or indirectly holds more than 50% of the legal entity's shares or voting rights.

1.2 "Agreement"

means the Order Form and all annexes incorporated into the Order Form including these Terms.

1.3 "Authorised Users"

means the employees, agents and contractors of the Customer or its Affiliates who the Customer authorises to use the Services in accordance with the Agreement.

1.4 "Confidential Information"

means all information provided by a party to this Agreement to the other party that is marked or designated as "confidential" or "proprietary" or would otherwise reasonably be deemed to be confidential, regardless of whether such information is in writing or verbal.

1.5 "Custom Connector(s)"

means connectors built by Customer using the tools provided by Business Paper X srls via the Service to access Third-Party Platforms not in Business Paper X srls' current connector offering.

1.6 "Customer Data"

means all data, personal data or other information that Customer, or another party on Customer's behalf, provides to Business Paper X srls for the purpose of providing the Service.

1.7 "Feedback"

means, comments, suggestions, ideas, or other information provided by Customer in the form of email or other submissions to Business Paper X srls.

1.8 "Force Majeure Event"

means an event which occurs due to circumstances beyond the reasonable control of either party.

1.9 "Marketing Agency Customer"

means a Customer whose business is to provide marketing services to Marketing Agency Clients.

1.10 "Marketing Agency Client"

means the customers of a Marketing Agency Customer who receives marketing services directly from the Marketing Agency Customer.

1.11 "Order Form"

means the contract through which the Customer has purchased a license to use the Service.

1.12 "Registration Data"

means information as may be promoted by registration forms provided by Business Paper X srls to enable an Authorised User to access the Service.

1.13 "Third-Party Platforms"

means any platforms, websites or services provided by third-parties to the Customer from which Customer may gather data from, provide data to, analyse data with or generate data from through the Service.

1.14 "Service"

means any standard, distinct, subscription-based, hosted, supported, and operated on-demand solution provided by Business Paper X srls under an Order Form.

2.1

The Service enables Customers to collect, manage, analyse and activate Customer Data and to link Third-Party Platforms as data sources into other Third-Party Platforms as data destinations using pre-built connectors or Custom Connectors.

2.2

To use the Service, Customer must ensure that they have obtained any necessary licenses or consents needed for its use of Third-Party Platforms. Customer is responsible for its contractual relationship with Third-Party Platforms. For the avoidance of doubt Business Paper X srls does not assume any liability for such Third-Party Platforms; including their actions, omissions or content.

2.3

The Service is provided only electronically through both user interfaces on Third-Party Platforms, for example through an add-in or add-on functionality, and through interfaces hosted by Business Paper X srls in the Service.

3.1

Customer may permit Authorised Users to use the Service. Customer is fully responsible for Authorised Users use of the Service and breaches of the Agreement caused by Authorised Users.

3.2

All Authorized Users must register to use the Service. Customer agrees to, and will cause all Authorized Users to:

• provide accurate, current and complete Registration Data;
• maintain the security of, and not share with any Third-Party, any logins, passwords, or other credentials that Customer or any Authorized User selects or that are provided to Customer or any Authorized User for use on the Service;
• maintain and promptly update the Registration Data, and any other information Customer or any Authorized User provides to Business Paper X srls, and to keep all such information accurate, current, and complete; and
• notify Business Paper X srls immediately of any unauthorized use of any Authorized User account or any other breach of security by emailing privacy@businesspaperx.com.

4.1

In consideration of the Business Paper X srls' provision of the Service, Customer shall pay the fees specified in the Order Form. If Customer's subscription is automatically renewable as set forth in the Order Form, Business Paper X srls reserves the right to increase the fees by eight (8) % annually after the Subscription Term, which shall apply at each renewal date of subscription. Late payments shall incur a late fee of 1.5% per month, or the maximum amount permitted by applicable law, whichever is greater. Business Paper X srls reserves the right to implement fees or change the fees at any time by providing you notice on the Service or otherwise.

4.2

Customer is required to reimburse Business Paper X srls for any costs incurred in collecting late payments, including collection agency and attorneys' fees. In addition, Business Paper X srls has the right to suspend Customer's access to the Service until all outstanding payments of fees are made.

4.3

For self services Customers who have not signed an Order Form and purchased a license through the Business Paper X srls website, Business Paper X srls reserves the right to implement fees or change the fees at any time by providing you notice on the Service or otherwise.

5.1

Business Paper X srls hereby grants Customer the right to access and use the Service, subject to Customer's compliance with the Agreement at all times, including timely payment of all applicable fees. Customer's right to access and use the Service is, limited to internal business purposes, non-transferable, non-exclusive, and revocable. Customer must ensure that each Authorised User's access credentials are not used by more than one person.

5.2

The following additional access rights are applicable to Marketing Agency Customer only:

• Marketing Agency Customer may use the Service on behalf of Marketing Agency Clients pursuant to the Agreement.
• Marketing Agency Customer may share reports generated by the Service with Marketing Agency Clients, provided that such reports may only be used by Marketing Agency Customer for internal business purposes.
• Marketing Agency Clients agree to only use such reports for their internal business purposes.
• Marketing Agency Customer may not use the Service to transfer data to Marketing Agency Client's data warehouse, data lake, or other data storage without a separate written agreement with Business Paper X srls.

5.3

Customer's access and use of the Service is based on the Service client, data source, data destination and usage restrictions, including but not limited to the Fair Usage Policy (available at https://businesspaperx.com/fair-usage-policy).

5.4

Without limiting the generality of the foregoing, Customer will not, will not attempt to, and will not permit or encourage any third-party to:

• reverse engineer, disassemble, decompile, decode, or exploit the Service, or otherwise attempt to derive or gain improper access to any software component of the Service, in whole or in part;
• modify or create derivative works of the Service, in whole or in part;
• use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third-party;
• interfere with or disrupt the integrity of the Service or any content or data contained therein or transmitted thereby;
• access, monitor, or copy any content or information on the Service using any robot, spider, scraper, or other automated means or any manual process for any purpose without our express written permission;
• violate the restrictions in any robot exclusion headers on the Service or bypass or circumvent other measures employed to prevent or limit access to the Service;
• take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
• deep-link to any portion of the Service for any purpose without our express written permission;
• "frame", "mirror," sell, resell, rent, or lease any portion of the Service or otherwise incorporate any part of the Service into any other website without our prior written authorization;
• input any virus, malware, or other harmful code into the Service;
• use the Service or any Business Paper X srls Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services or to develop, commercialize, license, or sell any product, service, or technology that could, directly or indirectly, compete with the Service; or
• violate any applicable local, provincial national, or international law or regulation.

5.5

We may at any time suspend any Authorized User's access to the Service or terminate the Agreement if we have reason to believe that Customer is not complying with the Agreement or Customer is otherwise abusing the Service. Further, if Customer's use of the Service exceeds the use limits set out in the Fair Usage Policy, Business Paper X srls reserves the right to charge Customer for such exceeding use at the then current rate applied by Business Paper X srls, subject to Business Paper X srls' prior written notice.