General Terms of Service

1. Subscription and Activation of the Service

1.1 The Customer may subscribe to the “Inonda” service (the “Service”) in accordance with the subscription procedures and instructions provided by Xdevel and/or its intermediaries or resellers, as applicable. The price, payment and invoicing terms, as well as all the features of the Service, will be described during the subscription process.

1.2 Upon completion of the subscription process, the Customer will receive an order confirmation together with the account credentials required to activate and access the Service.

1.3 In order to activate the Service, the Customer must first view, read and accept these General Terms and Conditions and the Privacy Policy. In any event, activation of the Service implies full acceptance of these General Terms and Conditions and the Privacy Policy.

1.4 The Customer may subscribe to the Service as follows:

• on a monthly basis, commencing on the date of activation of the Service and expiring on the day of the following month immediately preceding the activation date (for example, commencement on April 30, expiration on May 29). Should such day not exist in the following month, the Service shall expire on the last day of that month. The Customer expressly acknowledges that the duration of the monthly subscription will vary depending on the number of days in the month in which the subscription commences and the month in which it expires;
• on an annual basis, commencing on the date of activation of the Service and expiring on the day of the following year immediately preceding the activation date (for example, commencement on October 31, expiration on October 30);
• on a customized basis (where available), for the period determined by the Customer.

Where the Customer qualifies as a consumer pursuant to Italian Legislative Decree No. 206/2005 (and any subsequent applicable provisions of Italian consumer law), the Customer shall have the right of withdrawal in accordance with Legislative Decree No. 206/2005 (and any subsequent applicable provisions of Italian consumer law) and the applicable subscription procedure.

1.5 Upon expiry, the Service shall be renewed as follows:

• monthly subscription: the Service shall be automatically renewed for an additional month, and thereafter on a recurring monthly basis, unless the Customer cancels the subscription through the Service user account (or by any other method established by Xdevel) no later than three (3) days before the expiry date.
• annual subscription: the Service shall be automatically renewed for an additional year, and thereafter on a recurring annual basis, unless the Customer cancels the subscription through the Service user account (or by any other method established by Xdevel) no later than thirty (30) days before the expiry date.
• customized subscription (where available): the Service shall be automatically renewed for the same period selected by the Customer, and thereafter on a recurring basis, unless the Customer cancels the subscription through the Service user account (or by any other method established by Xdevel) no later than ten (10) days before the expiry date.

1.6 Upon renewal, the subscription fee for the Service must be paid by the Customer before the expiry of the current subscription period.

1.7 For the purposes of evaluating any cancellation request, the Customer expressly acknowledges that, upon renewal, Xdevel reserves the right to apply the Service price in effect at the time of renewal to the new subscription period.

1.8 In the event of cancellation, the Service shall remain available until the expiry date of the current subscription period, and the Customer shall not be entitled to any refund or credit of any kind.

1.9 In the case of a trial subscription (where available), at the end of the trial period the Service shall automatically convert into a paid subscription for thirty (30) days and shall continue to renew accordingly, unless the Customer cancels the trial subscription through the Service user account (or by any other method established by Xdevel) no later than three (3) days before the expiry of the trial period.

2. Structure of the Service

2.1 The Service (an Internet-based radio broadcasting solution developed by Xdevel) is designed to be used by the Customer in cloud mode, in accordance with the activation instructions. The Service includes a streaming function (see Article 19 below) and may include additional features as specified in the order confirmation (“Tools”).

Furthermore, the Service is supported by technical equipment, devices, network solutions, servers, hardware, software and connectivity services owned and/or managed by Xdevel (the “IT Infrastructure”).

2.2 The Service must be used by the Customer in full compliance with these General Terms and Conditions, which constitute the entire contractual framework governing the Customer’s relationship with Xdevel concerning the Service.

2.3 The Service allows the Customer to store content within the Customer’s personal storage space (see Section 5.1 below), up to the maximum storage capacity specified during the subscription process.

2.4 The Customer expressly acknowledges that the Service does not include any backup function for the Customer’s personal data or for the content stored by the Customer on the Service’s IT Infrastructure. Accordingly, the Customer shall independently manage any backup requirements necessary to securely preserve its own data and content.

3. Ownership of the Service

3.1 Xdevel is the sole owner of the Service and holds all rights, patents and intellectual property rights relating to the Service, as well as all rights to use any third-party functionalities that may form part of the Service.

3.2 Subscription to the Service entitles the Customer to access the functionalities of the Service solely for the purpose of using the Service itself.

3.3 Upon subscription to the Service, and to the extent necessary, Xdevel grants the Customer a non-exclusive, non-transferable software licence to use the Service.

3.4 By virtue of the above licence, the Customer acquires no ownership rights whatsoever in the Service, the Tools or the IT Infrastructure, but only the right to use the Service in accordance with these General Terms and Conditions.

3.5 The fee payable by the Customer for the above licence is included in the price of the Service. Since the licence is granted solely to enable the Customer to use the Service, it shall remain valid only for the duration of the Service.

4. Service rules

4.1 In order to access and use the Service, the Customer must have a computer equipped with an adequate Internet connection and a web browser that complies with the Service’s technical specifications. In addition, the Customer must have access to a streaming service that complies with the Service’s technical specifications. The efficiency and reliability of the Service are strictly dependent upon the quality and stability of such Internet connection.

4.2 Upon activation, the Customer will be provided with a personal account containing the Customer’s personal information. The Customer shall keep such information up to date.

4.3 The Customer shall independently manage the Service through the personal account and shall use the Service entirely autonomously and under the Customer’s sole responsibility at every stage and for every functionality of the Service.

4.4 It is expressly acknowledged that the Service has been developed by Xdevel exclusively for use within the radio broadcasting sector, to the exclusion of any other purpose. Furthermore, the Service is intended exclusively for individuals or entities operating within that sector.

4.5 The Customer shall use the Service in full compliance with all applicable laws and regulations.

4.6 The Customer must hold all rights, authorizations, licences, permits and any other legal requirements (where applicable) necessary to carry out its activities through the Service.

4.7 The order confirmation referred to in Section 1.2 above and the subsequent activation of the Service by the Customer shall not constitute, either expressly or implicitly, any authorization or consent by Xdevel. Xdevel shall remain entirely unrelated to the activities carried out by the Customer through the use of the Service.

4.8 Xdevel merely provides the Customer with the Service so that the Customer may use it for its own activities in accordance with these General Terms and Conditions. Accordingly, the Customer shall be solely and exclusively responsible for the use of the Service and shall be personally liable for any breach of law committed through the use of the Service.

4.9 Any unlawful or improper use of the Service is strictly prohibited, including any use of the Service intended, directly or indirectly, to achieve unlawful purposes of any kind.

5. Content rules
5.1 Upon accessing the personal account, the Customer may store content within the Customer’s personal storage space, provided that such content complies with the Service requirements and the technical specifications governing permitted content. The storage of any content other than that permitted by the Service requirements is prohibited.

5.2 Within the above limits, the Customer shall independently determine which content to store in the personal storage space.

5.3 The Customer shall be solely and exclusively responsible for all content stored in the personal storage space, for any total or partial loss or damage affecting such content, and for the use of the Service. Xdevel neither controls such content, nor verifies its accuracy or availability, nor monitors the Customer’s use of the Service.

5.4 The Customer shall take all reasonable measures necessary to ensure that the Service is used in accordance with these General Terms and Conditions, including with respect to listeners or viewers of the Customer’s content.

5.5 The Customer expressly authorizes Xdevel to process the Customer’s personal data and content to the extent necessary for the provision of the Service. Such processing is carried out in particular for the purpose of storing the Customer’s content on the IT Infrastructure.

5.6 The Customer undertakes not to store within the personal storage space, nor to use through the Service, any content:

• in respect of which the Customer does not hold the rights necessary for the purposes of the Service, including, without limitation, the right to store, broadcast by radio, stream, copy, transmit, distribute or otherwise lawfully disclose such content;
• the use of which has not been authorized by the holders of the relevant intellectual property or industrial property rights, or by the individuals or entities represented, cited or referred to therein (including, by way of example, artists, producers, promoters, record labels and publishers);
• that infringes or unlawfully appropriates third-party rights;
• that is false, misleading or biased;
• that is defamatory;
• that is obscene, pornographic or otherwise offensive, particularly with regard to sex, race, religion or political opinions;
• that pursues subversive purposes or incites violence, criminal activity, violations of the law or breaches of public order in any manner whatsoever.

5.7 The Customer shall not use the Service to store on the IT Infrastructure any content that infringes any provision of Italian law, European Union law, or applicable international laws and treaties, including, in particular, legislation governing intellectual property rights.

5.8 At its sole discretion, and upon receipt of any relevant notice or complaint, Xdevel reserves the right to challenge any unlawful or improper conduct by the Customer, request explanations and, where appropriate, notify the competent authorities.

5.9 In this regard, Xdevel reserves the right, at any time, to remove any Customer content that violates these General Terms and Conditions, is deemed unlawful or improper, or otherwise infringes any provision of Italian law, European Union law, or applicable international laws and treaties. Where appropriate and at its sole discretion, Xdevel also reserves the right to suspend or deactivate the Customer’s personal account or access to the Service, temporarily or permanently, with or without prior notice, depending on the circumstances.

5.10 Following termination of the Service for any reason, any Customer content that has not already been deleted or transferred elsewhere and remains stored on the IT Infrastructure shall be retained for no longer than sixty (60) days after termination of the Service. Upon expiry of such period, the data shall be permanently deleted by Xdevel and shall no longer be recoverable by the Customer by any means whatsoever.

6. Additional restrictions and prohibitions

6.1 Except as expressly provided in these General Terms and Conditions, subscription to the Service, as well as the licence referred to in Article 3 above, shall not entitle the Customer:

• to grant access to the Service (or any part thereof) to third parties or to the public, in whole or in part, by any means, whether for consideration or free of charge, either in its own interest or in the interest of third parties, whether temporarily or otherwise;
• to sell the Service (or any part thereof), in whole or in part, by any means, whether for consideration or free of charge, either in its own interest or in the interest of third parties, whether temporarily or otherwise;
• to make any use of the Service (or any part thereof) other than as expressly permitted under these General Terms and Conditions. In particular, the Customer shall not use the Service (or any part thereof) to develop, distribute, market or sell, in whole or in part, by any means, whether for consideration or free of charge, products or services based upon or derived from the Service (or any part thereof);
• to sublicense, lease, rent or lend the Service (or any part thereof) to third parties, whether for consideration or free of charge;
• to assign, distribute, resell or otherwise share the Service (or any part thereof) with third parties;
• to otherwise dispose of the Service (or any part thereof) in favour of third parties, whether for consideration or free of charge;
• to disclose the login credentials (username and password) required to access the Service to any third party;
• to use the Service (or any part thereof) in a manner that infringes or misappropriates the rights of third parties or that encourages or promotes unlawful activities of any kind;
• to permit or cause unsolicited communications (spam) or any other unlawful or unacceptable advertising or commercial activities, or to introduce viruses or similar harmful code capable of causing damage to or unlawful access to systems, data or personal information;
• to integrate any injector service into the Service without the prior written consent of Xdevel;
• to modify, adapt, alter, reverse engineer, decompile, disassemble, convert or translate the Service (or any part thereof). Any activity intended to alter the Service, even temporarily, or to identify or derive its source code is strictly prohibited;
• to access, interfere with, tamper with or use any non-public areas of the Service (or any part thereof), or any related computer systems or security systems, for any purpose whatsoever;
• to attempt to probe, scan or test the vulnerability of the Service (or any connected system or network), or to breach any security or authentication measures implemented by the Service or any connected system or network.

7. Malfunctions and defects. Limitation of liability

7.1 Xdevel shall be liable in the event of proven unavailability, malfunction or failure to update the Service (whether total, partial or temporary), or in the event of impossibility or difficulty of access to the Service (whether total, partial or temporary), where such circumstances are attributable to Xdevel.

Except in cases of wilful misconduct or gross negligence pursuant to Article 1229 of the Italian Civil Code, Xdevel’s liability shall in any event be limited to reimbursement of the portion of the subscription fee corresponding to the actual period during which the Customer was unable to use the Service.

Where the Customer qualifies as a consumer under Italian Legislative Decree No. 206/2005 (Consumer Code), such limitation of liability shall apply only to the maximum extent permitted by applicable consumer protection laws.

7.2 Under no circumstances shall Xdevel be liable where the unavailability, malfunction, failure to update or difficulty in accessing the Service (whether total, partial or temporary) is attributable to the Customer or to third parties.

7.3 The Customer expressly acknowledges that the following circumstances shall not be deemed attributable to Xdevel:

• improper use of the Service by the Customer;
• malfunction of the Customer’s hardware or software;
• incompatibility between the Service, the Tools or the IT Infrastructure and the Customer’s hardware or software;
• failures, malfunctions or other causes attributable to the Customer or to its employees, agents or contractors;
• absence or inadequacy of the Internet connection;
• failures, malfunctions or other causes attributable to the streaming service used by the Customer (where the Customer does not use the StreamSolution streaming service referred to in Article 19);
• inability to connect to the Service, the Tools or the IT Infrastructure due to network filters, firewalls or antivirus software;
• access to the Service through user accounts with insufficient privileges;
• force majeure events, including, by way of example only, power failures, interruption or suspension of electricity supply, telecommunications or IT services;
• scheduled or extraordinary maintenance of the Service, the Tools or the IT Infrastructure;
• malfunction of IT systems operated by third-party suppliers engaged by Xdevel for activities necessary for the provision of the Service.

7.4 The provisions of Section 7.3 shall also apply where the unavailability, malfunction or inaccessibility of the Service is caused by listeners or viewers of the Customer’s content.

8. Disclaimer of warranties. Indemnification

8.1 Xdevel provides the Service exclusively under the terms and within the limits set forth in these General Terms and Conditions. Any warranty not expressly provided herein is expressly excluded.

8.2 In particular, Xdevel does not warrant that the Customer’s use of the Service will be uninterrupted, secure or error-free, nor that the Service will meet the Customer’s specific requirements or intended purposes.

Furthermore, Xdevel does not warrant that unauthorized access, uploads, downloads, alteration or copying of content stored by the Customer within its personal storage space by third parties cannot occur.

8.3 Since the Service is used entirely at the Customer’s own discretion and under the Customer’s sole control, the Customer expressly assumes full responsibility for the use of the Service and shall be liable for any damage caused to Xdevel or to third parties through such use.

Accordingly, the Customer agrees to indemnify, defend and hold harmless Xdevel against any liability, loss, damage, claim, cost or expense arising out of or in connection with the Customer’s use of the Service, including any claims brought by third parties against Xdevel for any reason whatsoever. The Customer shall reimburse Xdevel for any amounts that Xdevel may be required to pay to third parties in connection therewith.

8.4 The provisions of Section 8.3 shall also apply to any damage caused to the Service or the IT Infrastructure by listeners or viewers of the Customer’s content, as well as to any damage suffered by Xdevel as a consequence of any activity carried out by such listeners or viewers.

9. Ownership of trademarks

9.1″Xdevel” and “Inonda” are trademarks exclusively owned by Xdevel, which holds all related rights.

10. Technical support. Tutorials

10.1 Depending on the features of the Service described during the subscription process, Xdevel shall provide the Customer with the corresponding technical support. Such technical support may consist, as applicable, of a help desk accessible through helpdesk.xdevel.com, or telephone support. The days and hours during which telephone support is available are those described during the subscription process and/or specified in the user manual relating to the Service.

10.2 Xdevel does not provide general technical assistance to the Customer but only support relating to hardware, software or connectivity issues that are under its direct control because they concern the Service provided to the Customer.

Although Xdevel will use reasonable efforts to assist the Customer in resolving technical issues, any support relating to hardware, software or connectivity matters that fall within the Customer’s responsibility is expressly excluded.

10.3 Technical support and tutorials (where provided) are intended solely to assist the Customer in using the Service. Such technical support and tutorials shall not give rise to any additional liability or warranty beyond those expressly provided under these General Terms and Conditions.

11. Confidentiality obligations. Customer personnel. Improper use

11.1 The Customer shall keep strictly confidential the credentials required to access the Service, namely the login username and password.

11.2 The Customer represents and warrants that all of its employees, consultants and persons acting on its behalf shall comply with these General Terms and Conditions, including the prohibition against allowing third parties to use the Service.

11.3 Should the Customer become aware that the Service is being used by any of the above-mentioned persons or by third parties in a manner that is not compliant with these General Terms and Conditions, the Customer shall immediately take all necessary steps to prevent such use and shall promptly notify Xdevel thereof.

12. Activities following termination of the Service

12.1 Upon any expiration, termination or cancellation of these General Terms and Conditions, the Customer shall immediately cease using the Service. Access to the Service shall in any event be disabled by Xdevel without the need for any prior notice.

12.2 Upon termination, the Customer shall immediately pay any outstanding amounts due to Xdevel.

12.3 In the event of a transfer of the Customer’s business or any part thereof, the transferee shall not automatically succeed to the contractual relationship governed by these General Terms and Conditions.

Unless Xdevel has given its prior written consent, these General Terms and Conditions shall automatically terminate upon such transfer, with the consequences set out above.

13. Express termination clause

13.1 Xdevel shall be entitled to terminate these General Terms and Conditions pursuant to Article 1456 of the Italian Civil Code in the event that the Customer breaches any of the following provisions: Section 1.1 (Payment Terms); Article 4 (Service Rules); Article 5 (Content Rules); Article 6 (Additional Restrictions and Prohibitions); Section 8.3 (Damages Arising from the Use of the Service); Section 8.4 (Additional Damages Arising from the Use of the Service); Article 11 (Confidentiality Obligations).

13.2 In the above cases, these General Terms and Conditions shall be deemed automatically terminated upon written notice from Xdevel declaring its intention to rely upon this express termination clause.

14. User’s reference visibility on the platform

14.1 By accepting these General Terms and Conditions and consequently activating the Service, the Recipient grants the Company a non-exclusive, royalty-free authorization, valid for the entire duration of the contractual relationship, to use the Recipient’s logo, trademark and corporate or trade name (hereinafter, collectively, the “Distinctive Signs”) for the following purposes:

• to display the Recipient’s Distinctive Signs on the Service provider’s corporate website;
• to reproduce the Distinctive Signs in presentation materials, press releases, brochures, commercial presentations and digital media (for example, web pages) or printed materials relating to the Company’s services and activities;
• to mention the Recipient’s name in the Company’s marketing and corporate communication activities, including through the Company’s official social media channels.

14.2 The Company reserves the right, at its sole discretion, to use or not to use the Recipient’s Distinctive Signs, without this giving rise to any obligation to publish, display and/or continuously disseminate them.

14.3 The Recipient represents and warrants that it is the owner of the Distinctive Signs or that it has obtained all rights and/or authorizations necessary to grant the authorization referred to in this Article, and undertakes to indemnify and hold the Company harmless from and against any claim, action or demand made by third parties arising out of or in connection with the use of the Distinctive Signs within the limits set out in this Article.

14.4 The authorization referred to in this Article shall be automatically revoked upon termination of the contractual relationship for any reason whatsoever. Within thirty (30) days following termination of the contractual relationship, the Company shall remove the Distinctive Signs from the portal. In any event, the obligation to remove shall expressly exclude materials already distributed to third parties or published on non-editable media.

14.5 The User may revoke the authorization referred to in this Article at any time by giving written notice to the Company in accordance with Article 16 below.

15. Contractual amendments
15.1 Xdevel reserves the right to amend or supplement these General Terms and Conditions and the Privacy Policy at any time in order to comply with changes in applicable laws or regulations and to adapt them to changes in the manner in which the Service is provided.

15.2 Xdevel shall give prior notice to the Customer of any amendments to these General Terms and Conditions. In the event that any amendment is detrimental to the Customer and is not required by mandatory legal provisions, the Customer shall have the right to withdraw from the contract by providing written notice to Xdevel by registered letter with acknowledgement of receipt (A/R), to be sent to the address referred to in Section 15.1 below, within thirty (30) days from the date on which the amendment takes effect. In such event, the Customer shall be entitled to a refund of the portion of the subscription fee corresponding to the unused subscription period.

16. Communications

16.1 Except as otherwise provided in these General Terms and Conditions or in the subscription procedure and the instructions prepared by Xdevel and/or its intermediaries or resellers, any communication from the Customer to Xdevel shall be sent to:

Xdevel S.r.l.
Tax Code and VAT No. 03578880837
Via Francavilla n. 8F
98039 Taormina (ME), Italy

Certified e-mail (PEC): xdevelsrl@pec.it
E-mail: accounting@xdevel.com

16.2 Any communication sent by Xdevel to the Customer shall be deemed valid and effective if sent to the contact details provided by the Customer during the subscription procedure, which the Customer elects as its domicile for all purposes relating to these General Terms and Conditions, including the service of judicial notices. At its discretion, Xdevel may also use any e-mail address (including certified e-mail) and/or fax number provided by the Customer for the purpose of sending communications pursuant to these General Terms and Conditions.

17. Governing law. Disputes

17.1 These General Terms and Conditions shall be governed by the laws of the Italian Republic.

17.2 Any dispute arising out of or in connection with these General Terms and Conditions shall be subject to the exclusive jurisdiction of the Court of Messina (Italy). Where the Customer qualifies as a consumer pursuant to Italian Legislative Decree No. 206/2005 (and any subsequent applicable provisions of Italian consumer law), the competent court shall be determined in accordance with the mandatory provisions applicable to consumers.

18. Personal data processing
18.1 Where applicable and to the extent of its responsibility, the Customer undertakes to comply with the provisions and obligations arising from Italian Legislative Decree No. 196 of 30 June 2003 (and any subsequent applicable provisions of Italian law) concerning the protection of personal data.

19. Streaming tool

19.1 The Service includes “StreamSolution”, the streaming service developed and provided by Xdevel (“StreamSolution”). The characteristics of this streaming service are described during the Service subscription procedure. Nevertheless, the Customer is free to use any other streaming service instead of StreamSolution, without any restriction or limitation on the operation of the Service.

19.2 StreamSolution consists of the provision by Xdevel to the Customer of physical and/or logical resources on a non-exclusive basis and with technical specifications that cannot be modified by the Customer, enabling live streaming only. It is expressly understood that StreamSolution does not permit the Customer to make any use other than that required for the operation of the Service.

19.3 Together with the Service order confirmation, the Customer shall receive the account credentials required to use StreamSolution, which must be kept strictly confidential. Should the Customer choose to use StreamSolution, these General Terms and Conditions shall also apply in full to the provision of this streaming service, as it forms an integral part of the Service (see Section 2.1 above).

19.4 When using StreamSolution, the Customer shall pay particular attention to Article 4 (Service Rules) and Article 5 (Content Rules) of these General Terms and Conditions. In this regard, it is expressly reiterated and clarified that Xdevel merely provides the Customer with the streaming service so that the Customer may use the Service. Accordingly, the Customer shall be solely and exclusively responsible for the use of StreamSolution and shall be personally liable for any breach of law committed through the use of this streaming service.

19.5 In addition to all other provisions contained in these General Terms and Conditions, the Customer expressly acknowledges that Xdevel guarantees the availability of StreamSolution with an uptime of not less than 99.00% over a period of 365 days.

19.6 The Customer also expressly authorizes Xdevel to process the Customer’s personal data and content to the extent necessary for the provision of StreamSolution.

Pursuant to and for the purposes of Article 1341 of the Italian Civil Code, the Customer specifically approves in writing the following provisions contained in these General Terms and Conditions:
Section 1.5 (Renewal of the Service); Section 2.4 (Absence of Backup Function); Section 4.8 (Liability for the Use of the Service); Section 5.3 (Liability for the Storage of and Access to Content); Section 5.9 (Improper Use of the Service – Consequences); Article 7 (Malfunctions and Defects. Limitation of Liability); Article 8 (Disclaimer of Warranties. Indemnification); Section 12.1 (Termination of the Service – Deactivation of the Service); Article 13 (Express Termination Clause); Section 17.2 (Competent Court); Section 19.4 (Liability for the Use of the Streaming Service)