Terms of Use Clay Paky’s “CloudIO” Service 

between Clay Paky, … (“CLAY PAKY”) and … (“CLOUDIO USER”) (individually a “CLOUDIO USER” or collectively “CLOUDIO USERS”)

CLAY PAKY offers …, a software as a service application for Maintenance and Monitoring. CLOUDIO USER’s use of CloudIO Software as a Service shall be governed exclusively by the terms or Use agreed to between the Parties in the following (“Terms of Use”). 

CLOUDIO USER's terms and conditions shall not apply, even if CLAY PAKY does not separately object to their validity. Deviating or contradictory terms and conditions shall therefore only apply if they have been accepted by CLAY PAKY in writing.

1. Provision of Services

1. CLAY PAKY offers an application by way of software as a service providing the functionalities set out in Annex 1 (“CloudIO – Service Manual”) to CLOUDIO USER. Access to and use of the software as a service are governed by these Terms of Use and its Annexes.
2. CLOUDIO USER may use the software as a service, on a nonexclusive basis, solely in strict compliance with these Terms of Use. The CLOUDIO USER-Services may be unilaterally changed or discontinued by CLAY PAKY at any time.
3. Unless specifically agreed otherwise, the CloudIO software as a service will be provided to CLOUDIO USERS upon a monthly fee payment. Each of the Parties will be responsible for their own fees and expenses in relation to Terms of Use, including any expenses of experts, advisors, lawyers or travel expenses.
4. CLAY PAKY will provide CLOUDIO USER with support as indicated in the context of the offered packages.
5. To provide the CloudIO software as a service, CLAY PAKY may at its sole discretion and at any time involve subcontractors.
6. CLOUDIO USER is aware and hereby accepts, that CloudIO software as a service may not be fully functional, may contain errors, data may be lost, and/or their performance may be limited due to downtime or maintenance. Patches, bug fixes, updates, upgrades and other modifications to maintain or improve the CloudIO Service (“Updates”) may be installed from time to time. As far as reasonable, CLAY PAKY will inform CLOUDIO USER of such Updates prior to their installation. Updates will be installed automatically without providing any additional notice or requiring any additional consent by CLOUDIO USER after CLOUDIO USER has received a respective notice. When CLAY PAKY provides or makes Updates available, the provisions of these Terms of Use shall also apply thereto and any Updates shall be part of the CloudIO-Services.

2. Registration and Access to the CloudIO-Services

CLOUDIO USER can access the CloudIO-Services via a web-interface https://live.cloudiobox.tech using a company account created and provided by CLAY PAKY subscription page. CLOUDIO USER must keep the account login and password secure and will be responsible for all activity occurring under CLOUDIO USER’s account. CLOUDIO USER shall immediately notify CLAY PAKY of any unauthorized use of its account or any other known or suspected breach of security.

3. Changes

1. As far as commercially reasonable, CLAY PAKY may at any time change these Terms of Use or a Service. CLAY PAKY shall notify CLOUDIO USER of changes by e-mail no later than thirty (30) calendar days before the planned effective date of the changes insofar as the modification involves a restriction on the use of the CloudIO-Services, additional fees or other disadvantages. If CLOUDIO USER does not object within thirty (30) calendar days of receipt of the notification and continues to use the Service thereafter, the changes shall be deemed to have been agreed. If CLOUDIO USER objects to the changes, the contractual relationship shall continue unchanged and CLAY PAKY shall have the right to terminate these Terms of Use with three (3) weeks prior notice to the end of a billing month. CLAY PAKY’s change notification to CLOUDIO USER shall include a notice regarding CLOUDIO USER’s right to object and the consequences as set out in this paragraph.
2. CLAY PAKY may, in particular, modify or terminate a Service or these Terms of Use if a government regulation, obligation or other requirement causes CLAY PAKY to believe that these Terms of Use may conflict with any such requirement or obligation. By way of example, a government requirement that would result in CLAY PAKY being regulated as a telecommunications provider constituted a regulatory requirement that would entitle CLAY PAKY to modify or terminate a Service or these Terms of Use. CLAY PAKY shall notify CLOUDIO USER of changes by e-mail no later than thirty (30) calendar days before the planned effective date of the change insofar as the modification involves a restriction on the usability or other disadvantages.

4. CLOUDIO USER’s Duties

1. CLOUDIO USER undertakes to reasonably cooperate with CLAY PAKY and to implement updates provided by CLAY PAKY without undue delay.
2. CLOUDIO USER must comply with the current technical documentation applicable to the CloudIO-Services as referenced in Section 1.a and as updated by CLAY PAKY from time to time.
3. CLOUDIO USER shall not: (i) pass on CloudIO-Services to third parties; (ii) transmit or distribute any code intended to harm or change a network, computer, mobile device, the CloudIO-Services, devices or the software embedded in devices; (iii) use the CloudIO-Services to violate the rights of others or to distribute spam; (iv) interfere with, disrupt, or attempt to gain unauthorized access to the servers and networks connected to the CloudIO-Services, or violate the policies of those networks; (v) attempt to access the CloudIO-Services other than through the applicable interface provided by CLAY PAKY; (vi) decompile, reverse engineer, disassemble, or decrypt the CloudIOServices or the underlying software except as allowed by applicable law; (vii) make any modification to or derivative work from the CloudIOServices or the underlying software; (viii) violate any policies, laws or regulations governing the use of the CloudIO-Services, including export controls and international trade laws; (ix) remove, disable, circumvent or workaround any copy protection, rights management, security features or proprietary notice in the CloudIO-Services or the underlying software; or (x) install or use non-CLAY PAKY software or technology in any way that would subject CLAY PAKY IPR or technology to any other license terms.
4. The CloudIO-Services are not intended for use in any application or situation where failure of the CloudIO-Services could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage or in other critical or security-related applications. Since CloudIO allows the control of connected fixtures by a remote operator, CloudIo User shall ensure that the connected fixtures are operated in a safe manner in accordance to the safety information provided with the fixtures at the time of sale and that the remote operator is in constant contact with the local operator to insure compliance to the safety requirements of the fixtures at all times.
5. CLOUDIO USER shall ensure that (i) the CloudIO-Services are used in accordance with all applicable laws and third party rights as well as with the terms of these Terms of Use; (ii) state of the art security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity are maintained to ensure that the access to the CloudIO-Services granted under these Terms of Use is limited as set out under these Terms of Use, and, in the event of any unauthorized access or use, promptly notify CLAY PAKY; and (iii)

CLAY PAKY is promptly notified in case of any third-party claim alleging infringement of a third-party Intellectual Property Right, of any other law or alleging a violation of other rights of a third party.

5. Rights to Use CloudIO-Services 

1. CloudIO-Services and the software used to provide the CloudIOServices are protected by Intellectual Property Rights of CLAY PAKY and/or of third parties. CLAY PAKY reserves all rights not expressly granted in these Terms of Use. No rights shall be granted or implied by waiver or estoppel.
2. Solely in accordance with the terms of these Terms of Use, CLAY PAKY grants CLOUDIO USER a non-exclusive, non-transferable, revocable and limited license to CLAY PAKY IPR to access and use the CloudIO-Services during the term of these Terms of Use.
3. Limitations
   1. CLOUDIO USER shall not pass on CloudIO-Services to third parties or duplicate CloudIO-Services. CLOUDIO USER is not granted a right to modify, adapt, or translate the CloudIOServices or create derivative works from the CloudIO-Services except as allowed by applicable law.
   2. Nothing in these Terms of Use shall be construed to mean, by inference or otherwise, that the CLOUDIO USER has any right to obtain source code for the software comprised within the CloudIO-Services.

• CLOUDIO USER shall not remove notices in the CloudIO-

Services or the underlying software that refer to confidentiality or Intellectual Property Rights. 

1. The CloudIO-Services may be provided involving third party software components. Unless expressly agreed otherwise, these Terms of Use apply to these third-party software components as well.

• Certain components of the CloudIO-Services and the underlying software are subject to open source license terms. They are identified, together with their respective copyright notices and applicable license text, on the website https://live.cloudiobox.tech/licenses.

6. Non-CLAY PAKY software or technology

CLOUDIO USER is solely responsible for any non-CLAY PAKY software or technology that it installs or uses with the CloudIO-Services. CLAY PAKY is not a party to and shall not be bound by any terms governing the use of any non-CLAY PAKY software or CloudIO-Services.

7. Notices

All notices to CLAY PAKY shall be sent in electronic form to connectivity@claypaky.it All notices to CLOUDIO USER shall be sent in electronic form to the email address provided as part of the Registration Information.

8. Feedback

CLAY PAKY welcomes feedback, suggestions, ideas, proposals or recommendations from CLOUDIO USER regarding the CloudIO-Services (“Feedback”). CLOUDIO USER hereby grants CLAY PAKY an irrevocable, non-exclusive, worldwide, free-of-charge and transferable (sub-license), including the right to sub-license, to use Feedback in any way, to commercialize and to disclose and will confirm this license grant in writing and provide all assistance necessary for CLAY PAKY to secure its rights upon request. 

9. Warranties

1. CLAY PAKY intends to achieve, but does not warrant, an overall availability of the CloudIO-Services during working days of 85 %.
2. Neither Party shall, except in cases of malice, assume any warranty for the defect-free functioning of the CloudIO-Services provided or operated under these Terms of Use. The CloudIO-Services may contain bugs, errors, defect or harmful components. Accordingly, CLAY PAKY is providing the CloudIO-Services “as is”. CLAY PAKY makes no warranties of any kind with respect to the CloudIO-Services, whether express, implied, statutory or otherwise including any warranties of quality, title, merchantability, fitness for a particular purpose or noninfringement. CLAY PAKY does not warrant that the CloudIO-Services will be error-free, that they will meet any specified service level or will operate without interruption or downtime, or that no data may be lost.

1. Each Party has endeavored and will endeavor to provide the other Party with the proper information for the purposes set forth in these terms and conditions. The disclosing Party, however, makes no representations or warranties that the information disclosed to the other Party is (i) complete, exact, accurate, fit or sufficient for any particular purpose or for any use of the results based on the information, or (ii) will not infringe on proprietary rights of third parties.

10. Liability

1. The Party’s shall only be liable in the event of intent or gross negligence. Liability for slight negligence shall be excluded. In the event of gross negligence, each Party’s liability shall be limited to typical foreseeable damages. This shall apply to any damages claim irrespective of their legal basis.
2. Notwithstanding the foregoing, both Parties shall be fully liable for claims for damages (i) to life, body or health, (ii) in the case of fraudulently suppressed defects, (iii) in the event of the assumption of a guarantee and (iv) for violations of the Product Liability Act.
3. In any case, CLAY PAKY shall not be liable for a loss of CLOUDIO

USER Data to the extent that the damage is due to the fact that the CLOUDIO USER has failed to carry out data backups and thereby ensure that lost data can be restored with reasonable effort.

1. Any Damages Claim resulting from defects will expire within one year. CloudIo User shall report such defects to CLAY PAKY within 60 days from their discovery. Any other Damages Claim against CLAY PAKY will expire within two years from the date the cause of action arises.
2. The CloudIO-Services are protected by passwords and other security measures. The CLOUDIO USER is responsible for setting security guidelines to prevent unauthorized access to CLOUDIO USER Data and devices. In particular, CLAY PAKY cannot be held responsible for data breaches or machine misuse resulting from the use of unsafe passwords or lack of security implementation on the CLOUDIO USER or CLOUDIO USER side or on the equipment and devices used by the CLOUDIO USER or CLOUDIO USER.

11. Indemnification by CLAY PAKY

1. If a third party raises a finally adjudicated claim against CLOUDIO USER for infringement of third party Intellectual Property Rights (“Third Party IPR”) by the CloudIO-Services, CLAY PAKY shall at its cost acquire for CLOUDIO USER a right to use the CloudIO-Services. In case this is not possible at economically reasonable conditions, CLAY PAKY’s liability shall be limited as follows:

1. CLAY PAKY shall indemnify and hold harmless CLOUDIO USER against reasonable legal costs and damages of CLOUDIO USER caused by Third Party IPR infringement by the CloudIO-Services as such up to the amount of an appropriate license fee, which the owner of the Third Party IPR could claim directly from CLAY PAKY for the CloudIO-Services. For the future, CLAY PAKY shall, if economically reasonable, at its option develop a non-infringing service, which substantially complies with the specifications of the infringing CloudIO-

Service, modify the CloudIO-Service to become non-infringing or deliver an equivalent non-infringing service.

1. The obligations of CLAY PAKY mentioned in this Section above apply under the precondition that CLOUDIO USER informs CLAY PAKY without undue delay in writing of any claims for infringement of Third Party IPR, does not accept on his own any such claims and conducts any disputes, including settlements out of court, only in agreement with CLAY PAKY.

1. CLAY PAKY shall not be obliged pursuant to this Section to the extent that the claim or judgment is based on
   1. any combination of CloudIO-Services with other products or

Services if the infringement resulted from the combination; ii. any specifications or materials CLOUDIO USER provides or makes available;

• the unauthorized modification or use of the CloudIO-Services;

1. the failure to prevent or mitigate losses, damages, costs and expenses;
2. any data or non-CLAY PAKY software originating from

CLOUDIO USER;

1. CLOUDIO USER’s use of a Service after CLAY PAKY notifies CLOUDIO USER to discontinue that use due to a third-party claim.

CLOUDIO USER will reimburse CLAY PAKY for any costs or damages resulting from any of the above actions.

1. This Section 11 constitutes the exclusive remedy for such a claim.

12. Indemnification by CLOUDIO USER

4. CLOUDIO USER will defend CLAY PAKY against any claims made by an unaffiliated third party that (i) any data or any CLOUDIO USER or CLOUDIO USER software infringes its IPR; or (ii) arises from a violation of Sections 4.c, 4.d and 4.e.
5. CLOUDIO USER will indemnify and hold harmless CLAY PAKY against reasonable legal costs and damages of CLAY PAKY caused by Third Party IPR infringement by data or CLOUDIO USER or CLOUDIO USER software. CLOUDIO USER will also indemnify and hold harmless CLAY PAKY for the amount of any resulting adverse final judgment (or settlement CLOUDIO USER consents to).
6. Subject to Section 14, this Section 12 constitutes the exclusive remedy for such a claim.

13. Public Statements and Trademarks 

1. Any publication or press release shall require the other Party’s prior written consent.
2. CLAY PAKY does not grant any rights to use CLAY PAKY’s trademarks or similar rights without CLAY PAKY’s prior written consent.

14. Term, Termination and Suspension

1. These Terms of Use shall be effective as of the first login to the CloudIO-Services (hereinafter "Effective Date").
2. These Terms of Use may be terminated by CLAY PAKY upon three (3) weeks prior notice.
3. The right of each Party to terminate these Terms of Use for good cause without notice (”Per giusta causa senza preavviso”) shall remain unaffected.
4. In the event of any material breach of these Terms of Use, the nonbreaching Party shall give written notice of default to the breaching Party. The notice shall summarize the default and the corrective action, which must be undertaken to cure the default. In the event the default is not corrected within thirty (30) days from the date of notice, the nonbreaching Party may terminate these Terms of Use without liability with effect on the end of a billing month.
5. If CLOUDIO USER violates any of the provisions of Sections 4 or 5 CLAY PAKY shall be entitled to immediately (partially or entirely) suspend CLOUDIO USER’s or CLOUDIO USER’s access to the

CloudIO-Services as far as reasonably necessary. Other rights under these Terms of Use shall remain unaffected. 

1. Upon the effective date of a termination or expiration of these Terms of Use for any reason:
   1. the rights of use granted by CLAY PAKY under these Terms of Use shall immediately terminate and CLOUDIO USER shall immediately cease all use of the CloudIO-Services;
   2. CLOUDIO USER shall promptly return (or destroy, at CLAY PAKY’s instruction) and make no further use of any Confidential

Information disclosed by CLAY PAKY; iii. CLAY PAKY may destroy or otherwise dispose of any of the CLOUDIO USER Data, unless CLAY PAKY receives, no later than ten days after the effective date of the termination of these Terms of Use, a written request for the delivery to CLOUDIO

USER of the then most recent back-up of the CLOUDIO USER Data. CLAY PAKY shall use reasonable commercial endeavors to deliver the back-up to CLOUDIO USER within 30 days of CLAY PAKY’s receipt of such a written request. CLOUDIO USER shall pay all reasonable expenses incurred by CLAY

PAKY in returning or disposing of CLOUDIO USER Data; and iv. any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination shall not be affected or prejudiced.

14. All obligations other than those that require performance only during the term of these Terms of Use shall survive the termination or expiration of these Terms of Use, in particular Sections 11 (for one year), 12 (for one year), 14.f, L'origine riferimento non è stata trovata., 17 (for one year), and 20.

15. Confidentiality

1. Each Party agrees that any Confidential Information will be maintained in confidence by the receiving Party and shall be used solely for the purposes of these Terms of Use. Each receiving Party agrees to apply the same degree of care as is used with respect to the receiving Party’s own confidential information to avoid disclosure to any third party.
2. Each Party agrees that Confidential Information shall not be distributed or disclosed in any way or form by the receiving Party to anyone except to its employees in charge of their treatment, to its affiliates, as well as to employees of consultancy companies (including a Party’s subcontractors) who each reasonably need to know such Confidential Information for the performance of the obligations or purposes set forth in these Terms of Use. People who come into contact with confidential information have committed themselves to confidentiality in writing
3. The receiving Party’s obligations hereunder shall not apply insofar as the receiving Party can demonstrate that such Confidential Information: (i) is in, or becomes part of, the public domain other than through a breach of these Terms of Use by the receiving Party; (ii) is already known to the receiving Party at or before the time it receives the same from the disclosing Party or is disclosed to the receiving Party by a third party; (iii) is independently developed by the receiving Party without the benefit of information received from the disclosing Party; (iv) is approved for release and/or use by written agreement of the disclosing Party; or (v) is required to be disclosed and/or used by any judicial order or decree or by any governmental law or regulation, provided that written notice of such ruling is given without undue delay to the disclosing Party as to give the disclosing Party an opportunity to intervene and provided further that the receiving Party uses reasonable efforts to obtain assurance that the Confidential Information will be treated confidentially. Confidential Information which is disclosed in such way must be marked “confidential” before disclosure.
4. The obligations of this Section shall survive the expiration or termination of these Terms of Use, for any reason whatsoever, for five (5) years

16. Data Protection, CLOUDIO USER Data and compliance

1. CLAY PAKY shall be entitled to use CLOUDIO USER’s data, as needed to provide the CLOUDIO USER-Services and for other purposes, such as:

• analyzing such data to improve CLAY PAKY’s CLOUDIO USER-Services or offer additional CLOUDIO USER-Services (to the extent permitted by applicable data protection laws),
• complying with any applicable law, regulation, legal process or government request, therefore, we conduct our business in compliance with REG. EU 2016/679 (GDPR)
• enforcing CLAY PAKY’s agreements and policies,
• protecting the security or integrity of CLAY PAKY’s CLOUDIO USER-Services, its IT system and products, or
• protecting CLAY PAKY, CLAY PAKY’s customers or CLOUDIO USERs, or the public from harm or illegal activities.

Email address entered as "Company Email 1 (for general info)" will also be used for service communication to inform the user about updating / status of the Cloud platform. The same address will be used for commercial and marketing communications if you have given specific consent.

Clay Paky S.p.A. Commitment to Data Privacy Protection

Protecting the security and privacy of your personal data is important to Clay Paky S.p.A. ; therefore, we conduct our business in compliance with applicable laws on data privacy protection and data security (Reg. EU 2016/679). We hope the policy outlined below will help you understand what data Clay Paky S.p.A. may collect, how Clay Paky S.p.A. uses and safeguards that data and with whom we may share it.

Personal data

Through our Web sites, Clay Paky S.p.A. will not collect any personal data about you (e.g. your name, address, telephone number or e-mail address), unless you voluntarily choose to provide us with it (e.g. by registration, survey), respectively, provide your consent, or unless otherwise permitted by applicable laws and regulations for the protection of your personal data.

Purpose of Use

When you do provide us with personal data, we usually use it to respond to your inquiry, process your order or provide you access to specific information or offers. Also, to support our customer relationship with you:

• we may store and process personal data and share it with our worldwide affiliates to better understand your business needs and how we can improve our products and services; or
• we (or a third party on our behalf) may use personal data to contact you about an Clay Paky S.p.A. offer in support of your business needs or to conduct online surveys to understand better our customers' needs.

If you choose not to have your personal data used to support our customer relationship (especially direct marketing or market research), we will respect your choice. We do not sell or otherwise market your personal data to third parties, except to Clay Paky S.p.A. affiliates.

Purpose Limitation

Clay Paky S.p.A. will collect, use or disclose personal data supplied by you online only for the purposes disclosed to you, unless the disclosure:

• is a use of the personal data for any additional purpose that is directly related to the original purpose for which the personal data was collected,
• is necessary to prepare, negotiate and perform a contract with you,
• is required by law or the competent governmental or judicial authorities,
• is necessary to establish or preserve a legal claim or defense,
• is necessary to prevent fraud or other illegal activities, such as willful attacks on Clay Paky S.p.A. information technology systems.

Clay Paky SpA does not collect any sensitive data pursuant to section 26 of Italian Legislative Decree 196/03.

The personal data controller is Clay Paky SpA, with registered offices at Via Pastrengo 3/B, Seriate (Bergamo), Italy.

Communications or Utilization Data

Through your use of telecommunications services to access our Web site, your communications data (e.g. Internet protocol address) or utilization data (e.g. information on the beginning, end and extent of each access, and information on the telecommunications services you accessed) are technically generated and could conceivably relate to personal data. To the extent that there is a compelling necessity, the collection, processing and use of your communications or utilization data will occur and will be performed in accordance with the applicable data privacy protection legal framework.

Non-Personal Data Collected Automatically

When you access our Web sites, we may automatically (i.e., not by registration) collect non-personal data (e.g. type of Internet browser and operating system used, domain name of the Web site from which you came, number of visits, average time spent on the site, pages viewed). We may use this data and share it with our worldwide affiliates to monitor the attractiveness of our Web sites and improve their performance or content.

"Cookies" - Information Stored Automatically on Your Computer

When you view one of our Web sites, we may store some data on your computer in the form of a "cookie" to automatically recognize your PC next time you visit. Cookies can help us in many ways, for example, by allowing us to tailor a Web site to better match your interests or to store your password to save you having to re-enter it each time. If you do not wish to receive cookies, please configure your Internet browser to erase all cookies from your computer's hard drive, block all cookies or to receive a warning before a cookie is stored.

Children

Clay Paky S.p.A. will not knowingly collect personal data from children without insisting that they seek prior parental consent if required by applicable law. We will only use or disclose personal data about a child to the extent permitted by law, to seek parental consent pursuant to local law and regulations or to protect a child. The definition of "child" or "children" should take into account applicable laws as well as national and regional cultural customs.

Security

To protect your personal data against accidental or unlawful destruction, loss or alteration and against unauthorized disclosure or access, Clay Paky S.p.A. uses technical and organizational security measures. Links to Other Web Sites Clay Paky S.p.A. Web sites contain links to other Web sites. Clay Paky S.p.A. is not responsible for the privacy practices or the content of other Web sites.

Links to other websites

You may find hyperlinks to other websites on the Clay Paky SpA web pages. They are there to provide a better service to users. Clay Paky SpA is not in any way responsible for the content of other websites users may access from its website. The existence of a hyperlink to another website does not therefore imply that Clay Paky endorses or accepts responsibility for the content of the linked website or the policy that website adopts as regards the processing of personal data and its use.

Questions and Comments

Clay Paky S.p.A. will respond to reasonable requests to review your personal data and to correct, amend or delete any inaccuracies. If you have any questions or comments about the Clay Paky S.p.A. Data Privacy Protection, please click on "Contact" and inform us about your request. As the Internet matures, so will our Data Privacy Protection Policy.

We will post changes to our Data Privacy Protection Policy on this page. Please check this page regularly to keep up-to-date

17. Audit Right

CLOUDIO USER must keep records relating to all uses and measures implemented to comply with these Terms of Use. CLAY PAKY may, at its sole discretion and at its expense, verify compliance with the terms of these Terms of Use. CLAY PAKY agrees with the CLOUDIO USER the times and methods for conducting an audit. Such audit shall be conducted by an independent third-party auditor, chosen by CLAY PAKY, who shall be bound by a standard confidentiality obligation. CLOUDIO USER shall provide the independent third-party auditor with any information that the auditor reasonably requests. If the audit reveals any unlicensed use of the CLOUDIO USER-Services, CLOUDIO USER shall reimburse CLAY PAKY for the costs CLAY PAKY incurred in the audit process and for further costs or damages CLAY PAKY incurred or incurs as a consequence.

18. Force Majeure 

1. In addition to the limitations on liability set out above, neither Party shall be in default or shall be liable for any loss or damage resulting from delays in performance or from failure to perform or to comply with the terms of these Terms of Use due to any causes beyond its reasonable control, which include, but shall not be limited to, acts of God, riots and insurrections, war, embargoes, judicial actions, acts of civil or military authorities (“Force Majeure”). Each Party shall notify the other Party as soon as reasonably practicable upon occurrence of Force Majeure.
2. This Section will, however, not relieve a Party from its obligation to use reasonable efforts to remove or avoid any disturbance or hindrance by Force Majeure, and the Party so affected will continue performance as soon as reasonably practicable. Notwithstanding the above, if such Force Majeure continues more than six (6) months, either Party is entitled to terminate these Terms of Use, without any prejudice to the rights and obligations already accrued under these Terms of Use.

19. Export Control

1. For all CloudIO-Services, including any software CLAY PAKY may provide in connection with those CloudIO-Services, CLOUDIO USER shall comply with all applicable national and international (re-) export control regulations (“Export Regulations”). In any event, Purchaser shall comply with the (re-) export control regulations of Italy, of

Germany, of the European Union and of the United States of America.

1. CLOUDIO USER represents that CLOUDIO USER, its employees or

End Customers are not listed in relevant sanctions lists based on Export Regulations issued, without limitation, by the European Union and its member states, and of the United States of America.

1. CLAY PAKY shall not be obliged to fulfill this agreement if such fulfillment is prevented by any impediments arising out of national or international foreign trade or customs requirements or any embargoes or other sanctions.

20. Governing Law and Arbitration

1980. The validity, interpretation and performance of these Terms of Use including any amendments and modifications shall be controlled by and construed in accordance with the substantive law of Italy, without reference to its conflicts of laws provisions. The Parties specifically disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980.

1. All disputes arising out of or in connection with these Terms of Use or its validity shall be finally settled in accordance with the Arbitration Rules of the Arbitral Chamber in Bergamo at the Chamber of Commerce of Bergamo (“applicable Rules) without recourse to the ordinary courts of law by three arbitrators in accordance with the said Rules.

Each Party shall nominate one arbitrator for confirmation by the competent authority under the applicable Rules (“Appointing Authority“). Both arbitrators shall agree on the third arbitrator within thirty (30) days. Should the two arbitrators fail within the above time-limit to reach agreement on the third arbitrator, he shall be appointed by the Appointing Authority. The seat of the arbitration shall be Bergamo, Italy.

The procedural law of this place shall apply where the rules are silent. The language to be used in the arbitration proceeding shall be Italian.

1. Each Party may seek provisional measures from any court of competent jurisdiction, including without limitation provisional injunctive relief, provided that the final resolution of the dispute is through the arbitral tribunal appointed in accordance with this Section.

21. Definitions

1. “Affiliate(s)” shall mean in case of CLAY PAKY, OSRAM Licht AG and all entities which are controlled by OSRAM Licht AG, whether directly or through one or more intermediaries, and in case of CLOUDIO USER all entities which are controlled by CLOUDIO USER, whether directly or through one or more intermediaries. For purpose of this definition “controlled” means ownership of securities representing fifty percent (50 %) or more of the voting capital stock or other interest having voting rights with respect to the election of the board of directors or similar governing authority, or any other power by contract or in any other form which entitles such named entity to the respective voting rights;
2. "Confidential Information" shall mean any information (other than data and CLOUDIO USER Data), including but not limited to business, commercial or technical information, and all record bearing media containing or disclosing such information and techniques of the disclosing Party or its Affiliates, which is marked "Confidential" or similarly labelled or which shall be deemed confidential because its nature or the circumstances surrounding its disclosure show that the information ought to be treated confidential. Confidential Information shall include any copies or abstracts made thereof as well as any apparatus, modules, samples, prototypes or parts thereof;
3. “CLOUDIO USER Data” shall mean the data gathered during and produced by the use of the CloudIO-Services by the CLOUDIO USER;
4. “Intellectual Property Rights” or “IPR” shall mean all patents, utility patents, design patents, marks, trade names, domain names, copyrights, computer software programs, know-how, trade secrets and other (registered or unregistered) intellectual property rights (and any applications therefor);

1. “CLAY PAKY IPR” shall mean all IPR owned by or licensed to CLAY PAKY, which can be made available to CLOUDIO USER without consent of or payment to a third party (as long as such right to make available exists); and
2. “Registration Information” shall mean information provided by CLOUDIO USER in the registration process.

22. Miscellaneous

1. If any portion of these Terms of Use is determined to be or becomes unenforceable or illegal, such portion shall be deemed eliminated and the remainder of these Terms of Use shall remain in effect in accordance with its terms as modified by such deletion. The Parties shall replace the deleted provisions with provisions permissible by law, which are as close as possible in content to the original.
2. Neither these Terms of Use nor any rights and obligations under these Terms of Use may be assigned or delegated by either Party without the prior written consent of the other Party.
3. This Terms of Use shall not grant any rights to, and is not intended to operate for, the benefit of third parties unless otherwise explicitly provided for herein.

We will post changes to our Data Privacy Protection Policy on this page. Please check this page regularly to keep up-to-date

Privacy policy

Clay Paky S.p.A. Commitment to Data Privacy Protection
Protecting the security and privacy of your personal data is important to Clay Paky S.p.A. ; therefore, we conduct our business in compliance with applicable laws on data privacy protection and data security. We hope the policy outlined below will help you understand what data Clay Paky S.p.A. may collect, how Clay Paky S.p.A. uses and safeguards that data and with whom we may share it.

Personal data
Through our Web sites, Clay Paky S.p.A. will not collect any personal data about you (e.g. your name, address, telephone number or e-mail address), unless you voluntarily choose to provide us with it (e.g. by registration, survey), respectively, provide your consent, or unless otherwise permitted by applicable laws and regulations for the protection of your personal data.

Purpose of Use
When you do provide us with personal data, we usually use it to respond to your inquiry, process your order or provide you access to specific information or offers. Also, to support our customer relationship with you:

• we may store and process personal data and share it with our worldwide affiliates to better understand your business needs and how we can improve our products and services; or
• we (or a third party on our behalf) may use personal data to contact you about an Clay Paky S.p.A. offer in support of your business needs or to conduct online surveys to understand better our customers' needs.

If you choose not to have your personal data used to support our customer relationship (especially direct marketing or market research), we will respect your choice. We do not sell or otherwise market your personal data to third parties, except to Clay Paky S.p.A. affiliates.

Purpose Limitation

Clay Paky S.p.A. will collect, use or disclose personal data supplied by you online only for the purposes disclosed to you, unless the disclosure:

• is a use of the personal data for any additional purpose that is directly related to the original purpose for which the personal data was collected,
• is necessary to prepare, negotiate and perform a contract with you,
• is required by law or the competent governmental or judicial authorities,
• is necessary to establish or preserve a legal claim or defense,
• is necessary to prevent fraud or other illegal activities, such as willful attacks on Clay Paky S.p.A. information technology systems.

Clay Paky SpA does not collect any sensitive data pursuant to section 26 of Italian Legislative Decree 196/03.
The personal data controller is Clay Paky SpA, with registered offices at Via Pastrengo 3/B, Seriate (Bergamo), Italy.

Communications or Utilization Data
Through your use of telecommunications services to access our Web site, your communications data (e.g. Internet protocol address) or utilization data (e.g. information on the beginning, end and extent of each access, and information on the telecommunications services you accessed) are technically generated and could conceivably relate to personal data. To the extent that there is a compelling necessity, the collection, processing and use of your communications or utilization data will occur and will be performed in accordance with the applicable data privacy protection legal framework.

Non-Personal Data Collected Automatically
When you access our Web sites, we may automatically (i.e., not by registration) collect non-personal data (e.g. type of Internet browser and operating system used, domain name of the Web site from which you came, number of visits, average time spent on the site, pages viewed). We may use this data and share it with our worldwide affiliates to monitor the attractiveness of our Web sites and improve their performance or content.

"Cookies" - Information Stored Automatically on Your Computer
When you view one of our Web sites, we may store some data on your computer in the form of a "cookie" to automatically recognize your PC next time you visit. Cookies can help us in many ways, for example, by allowing us to tailor a Web site to better match your interests or to store your password to save you having to re-enter it each time. If you do not wish to receive cookies, please configure your Internet browser to erase all cookies from your computer's hard drive, block all cookies or to receive a warning before a cookie is stored.

Children
Clay Paky S.p.A. will not knowingly collect personal data from children without insisting that they seek prior parental consent if required by applicable law. We will only use or disclose personal data about a child to the extent permitted by law, to seek parental consent pursuant to local law and regulations or to protect a child. The definition of "child" or "children" should take into account applicable laws as well as national and regional cultural customs.

Security
To protect your personal data against accidental or unlawful destruction, loss or alteration and against unauthorized disclosure or access, Clay Paky S.p.A. uses technical and organizational security measures. Links to Other Web Sites Clay Paky S.p.A. Web sites contain links to other Web sites. Clay Paky S.p.A. is not responsible for the privacy practices or the content of other Web sites.

Links to other websites
You may find hyperlinks to other websites on the Clay Paky SpA web pages. They are there to provide a better service to users. Clay Paky SpA is not in any way responsible for the content of other websites users may access from its website. The existence of a hyperlink to another website does not therefore imply that Clay Paky endorses or accepts responsibility for the content of the linked website or the policy that website adopts as regards the processing of personal data and its use.

Questions and Comments
Clay Paky S.p.A. will respond to reasonable requests to review your personal data and to correct, amend or delete any inaccuracies. If you have any questions or comments about the Clay Paky S.p.A. Data Privacy Protection, please click on "Contact" and inform us about your request. As the Internet matures, so will our Data Privacy Protection Policy.

We will post changes to our Data Privacy Protection Policy on this page. Please check this page regularly to keep up-to-date