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General terms and conditions of the
EasyDietWeb contract.

1. Subject: according to the present general contract terms, Microring S.r.l., located in Italy, Milan in Via T. Cremona, 29, VAT number IT03832310969 (hereafter "Microring") provides the Client with non-exclusive and time-limited access to the service called "EasyDietWeb" (hereafter "The Service"), owned by Microring, through MVC mode. The Service is provided for free in basic mode and requires payment of a fee for other modes as listed on the price list.

2. Purpose of the Service: The Customer, by accepting these general contractual conditions, declares to have examined the technical documentation provided by Microring at the link and, where are fully and exhaustively reported the purposes, functions, features, and technical specifications of the Service as well as minimum system requirements that must be possessed by the Customer to access it (hereinafter referred to as "the Technical Documentation").

3. Use of the service: The customer must use the service in compliance with all the laws of the Italian state, as well as international treaties and agreements to which Italy is a party, and with conduct, ethical, and professional standards related to their profession. The customer agrees to obtain any necessary authorizations prescribed by law from competent authorities or their relevant professional body if using the service for regulated activities.

4. Rights of the parties: The software on which the Service is based, as well as the graphics, the shared diet archive and the food storage system, were developed by Microring and are exclusively owned by Microring. They are granted for use together with the Service only for purposes related to using the Service. All other rights are reserved to Microring or its suppliers. The Client will solely own the database containing data about their patients and diets created for each patient through the Service ("Client Data"). In case of termination or withdrawal from this agreement for any reason, Microring will save Client Data and deliver them to the client at an address given during registration for service. Afterwards, Microring will remove all Client Data completely and permanently from its systems. The client bears responsibility to communicate changes in their address to Microring; otherwise obligation of sending copy of client data has been done via one provided address by customer..The delivered "client data" -without management software- remain exclusive property

5. Consideration: This service is provided free of charge in its basic version and for a fee in other versions, as indicated on the website. In case the customer requests access to the paid version of the Service, the consideration due from the Customer for using the Service is that specified in the price list and subsequently communicated via email to the Customer during the payment procedure (hereinafter referred to as "the Consideration").

6. Contract Effectiveness: This contract will be effective between the parties from the activation of the Service by Microring (hereinafter "Effective Date"). In case of a paid Service, it will be activated within 48 hours from receipt of payment by Microring.

7.Duration: The free Service provided is indefinite, subject to the right of Microring and the Client to terminate this Agreement at any time with 30 days' notice to be communicated to the other party by email. Termination of this contract by either party will result in the impossibility for the Client to access the Service and Data of the Client present therein. In case of paid Service, this agreement shall have a duration of one year from Effective Date. The subsequent renewal by the Client at expiry will constitute a renewal of this agreement for an equal period unless otherwise indicated at that time and accepted by the Client. The expiration or termination of this contract for any reason will result in impossibility for the client to access both service and data stored therein. In case od paid Services, client's data shall be managed by" Microring" as per Article 4 provisions . In case of free Services, managementof Clients' data accordingto Article 4 mustbe expressly requestedbytheClientMicroring must receive, within 7 days from the termination of the contract and upon payment of the amount indicated in the price list, a request for access to data. In case of failure to comply, the customer's data will be permanently removed from Microring system without any compensation or indemnity requested by the customer for their cancellation.

8. Express Termination Clause: Notwithstanding that Microring is not obliged to verify and monitor the Customer's lawful use of the Service, Microring may terminate this contract pursuant to Articles 1456 et seq. of the Italian Civil Code, subject in any case to compensation for any damages incurred if the Customer violates Italian laws or international treaties and agreements of which Italy is a party, engages in activities contrary to public policy or good morals through the service, or violates ethical and/or regulatory rules applicable to the customer.

9. Penalty clause: In the event of termination of the contract due to the reasons specified in the preceding article, in case of a paid service, Microring will retain, as a penalty, the sums already paid by the Customer as rent."

10. Contractual remedies: In the event of Service interruption, outside of cases provided for by Articles 12 and 14, and only in the case of paid service, Microring will grant the Customer a credit equal to the daily fee calculated on the basis of the annual fee to be deducted from next year's fee. The aforementioned credit is the only compensation that Microring will owe to Customer in case of suspension/interruption of Service. In case of free-of-charge Service, no compensation or damages may be requested by Customer in cases of Service interruption.

11. Limitation of Liability and Warranties: The Service is intended exclusively for professionals licensed in medical and nutrition disciplines. The Customer expressly declares to have the necessary professional qualifications and medical knowledge to use the Service to provide nutritional consultations to third parties, prepare diets, and carry out subsequent clinical monitoring. The use of this Service, both personally and to provide nutritional consultations to third parties, is prohibited if carried out by individuals who do not have the necessary professional qualifications. It is understood that Microring is not required to carry out any verification of the actual existence of the necessary professional qualifications held by the Customer and cannot be held responsible, in any case, for any damage or prejudice caused by the Customer to third parties due to the use of the Service in violation of the aforementioned provisions. This Service is aimed at providing support to individuals with the necessary qualifications in the preparation of diets for their patients, and for their monitoring. It does not automatically generate diets or automatically monitor their effects on the patient. The professional must always evaluate the suitability of the diet developed using the Service by relating it to each individual patient, their medical history, and their current state of health according to the best medical science, and also provide direct monitoring of the effects of the diet on the patient. Consequently, Microring cannot be held responsible in the event of damage suffered by the Customer's patients in the event of the use of the Service in violation of these behavioral norms. The quality of the Service will be as stated in the Technical Documentation only if the Customer has technical requirements equal to or greater than those stated in it. Microring will not be responsible for any damages suffered by the Customer or third parties in the event of delays, malfunctions, and/or interruptions of the Service caused by the Provider or the telecommunications service provider.
Microring will not be liable for damages caused to the Customer or third parties for the use or non-use of the Service except in cases of willful misconduct or gross negligence.
The compensation for any damages caused to the Customer or third parties by the use or non-use of the Service, including in the event of total or partial loss of information, cannot, in any case, exceed the amount equal to the annual fee for the Service; no compensation will be recognized in the case of access to the Service free of charge.
Microring will not be responsible for the malfunction of the hardware and software systems in the possession of the Customer, or is not required to provide technical assistance on such hardware and software, unless otherwise indicated. Access to the Service is permitted by using reserved identification codes. The Customer is required to keep their identification codes confidential and is therefore responsible for any damage caused by the knowledge of such codes by third parties. The Customer undertakes to immediately notify Microring of any theft, loss, or knowledge of the codes by third parties.
The Customer will be solely responsible for the processing of data of their own patients acquired and processed through the Service, in accordance with Regulation (EU) no. 679/2016 and subsequent amendments and integrations, and must therefore provide them with adequate information on data processing and obtain their consent to data processing in accordance with the law. The Customer expressly declares to indemnify and hold Microring harmless from any action or compensation claim brought by their patients as a result of failure to comply with the provisions contained in the aforementioned legislation.

12. Service Suspension: Microring reserves the right to temporarily or permanently suspend the provision of the Service in the following cases:
a) due to force majeure, terrorist attack, or imposition by any competent authority;
b) for improvement works, repair, ordinary or extraordinary maintenance;
c) in case of paid-service, if the Customer fails to renew their subscription by paying the relevant fee;
d) if it becomes aware that the Customer is using the Service without necessary qualifications or in violation of laws, statutes or regulations.

13. Service Reactivation: In case of suspension, Microring will reactivate the service as soon as it has verified that the temporary conditions that led to the suspension are no longer present.

14. Disabling access: Microring will have the right to disable access to information contained on servers entered by the Customer using the Service, if it is made aware that personal data inserted therein has been acquired and processed in violation of law. Microring will be considered "made aware" and indemnified from any liability towards the Customer or third parties if any communication is received by Microring from a third party signaling the unlawfulness or illegality of the data or information, without resulting in any obligation for Microring to monitor the data sent by the Customer or investigate the truthfulness of such reports received.

15. Succession in the contract: the parties expressly refer to Article 2558 of the Civil Code regarding succession in contracts, in the event of a business transfer by Microring.

16. Ius Variandi:  refers to the right of Microring to modify the terms and conditions of the contract at any time, with prior communication to the client. Microring reserves the right to stop providing a service for free and request payment from the client for its use. If there are any changes that negatively impact the client, they have the option to terminate the contract in writing within 7 days of receiving the communication about the changes. If the client does not provide notice of termination within the given time frame, the changes are considered accepted by the client. However, if there is a change from a free service to a paid service, the client must accept this change by paying for the service. If the payment is not made within the specified time, access to the service will be disabled, and article 7
of the contract will apply. Microring may adjust the periodic fee of the paid service to reflect changes in the ISTAT index. If there is a significant increase in connection costs or hosting/housing service costs, the fee may be adjusted even higher.

17. Personal data: Data communicated by the Customer to Microring will be processed in compliance with Regulation (EU) no. 679/2016. Unless otherwise authorized by the Customer, they will be processed for the purpose of fulfilling obligations under this agreement, billing procedures and complying with legal obligations; regarding the rights and abilities of the customer regarding their personal data, please refer to the Privacy Disclaimer. Microring does not assume any role as administrator of customer systems nor can it be appointed by the Customer as an administrator of its systems under General Provision issued by Garante per la protezione dei dati personali on November 27th, 2008.In the event that Microring manages Client systems through outsourcing (Article 4.3 last paragraph General Provisions), on request from the Client, Microring will communicate to the Client the names of its system administrators who manage the Client's systems through the Service. The Client shall keep such names confidential and communicate them only to interested parties in cases expressly provided for by said Provision or other cases expressly provided for by law.

18. Communications: At the time of requesting the Service, the Customer must provide an email address that will be used by Microring to send any communication except in cases where this contract provides for a different communication system. It is the responsibility of the Customer to check their email inbox related to the provided address; any communication will be deemed received by the Customer, for all legal purposes, when it arrives on mail server assigned to that email address communicated by the customer.

19. Jurisdiction: For any dispute related to this contract, the jurisdiction of Milan shall be exclusively competent.