Service definition

1. Tag Chef ® App, hereinafter “Tag Chef”, is a software that allows you to extend the potential of “Google Tag Manager ®” (GTM) in terms of “competitor intelligence” and to improve the way in which GTM is used, through tools that automate some “cross-site” operations.

2. Tag Chef is engineered, developed and distributed by IN RISALTO srl, a company with registered office in Via Vecchia Ferriera 59 – 36100 Vicenza – Italy  (company registration number VI-352420 VI, Fiscal Code and VAT number IT03769390240), hereinafter the “Owner”.

3. The service is provided in SaaS mode (software as a service) through a proprietary cloud platform which can be accessed by registered customers, hereinafter “Users”.

4. As part of its software development strategy, the Owner makes a Beta Testing Program available to selected Users. The Beta program is governed by the conditions described in this document.

5. Beta Users are being granted rights under this agreement for the purpose of testing and providing input and other feedback to the Owner regarding one or more software available features and/or functionalities.
    

Terms of use

1. Tag Chef can be used directly and exclusively by Users who have obtained access credentials (hereinafter “Account”), through the appropriate sign-up procedure. The registration form link can be provided directly by the Owner (with a private invitation url) or be available on the public Tag Chef website (https://www.tagchef.com/).

2. The access credentials must remain in the exclusive availability of the Users, as they are solely responsible for managing them, also in relation to the activities carried out through their use.

3. The Users, therefore, undertake to:

   1. personally keep the credentials with the utmost secrecy and not to disclose them to third parties, not even temporarily.

   2. exit the service correctly, after logging off, at the end of each session or when leaving the workstation.

   3. adopt all necessary measures, including training, to prevent the unsuitable storage and use of credentials, avoiding, by way of example, writing them in special files, generally accessible tickets, etc.

   4. immediately notify the Owner of any unauthorized use of their credentials, as well as any other breach of the security rules of which they become aware. Upon receipt of this report, the Owner may disable access to the service.

4. Users are aware and accept that Tag Chef subscription contract is uniquely identified by their Account and its use is therefore strictly personal.

5. Users know and accept that the software and its contents are licensed for personal use, not transferable to third parties, neither for consideration nor free of charge. It is therefore forbidden to reproduce the contents of the software on various media or transfer Tag Chef access credentials to third parties for consultation of any feature available within the application. Any use contrary to what has been said here will result in the user being excluded from the platform and the request for damages.

6. Users are aware and accept that the software platform supporting Tag Chef is technically able to track the activities carried out by the Account, by registering special “logs”, which can be directly associated with the Users who generated them.

7. Therefore, the Users accept that all the operations carried out through their Tag Chef access credentials (registrations, accesses, use of any software built-in function, changes to their data, payments, support requests, etc.) are automatically attributed to the identity of the user who put them in place, with no exceptions whatsoever.

8. Users acknowledge that the Owner of the software will always be able to produce, as a demonstration of the operations carried out and – more generally – of the existing relationships, also means of proof obtainable from the systems and the IT authentication procedures used to regulate service access.

9. The Account remains operational until the legal conditions of use are lost, as provided for in this agreement.

10. The Owner may disable individual accounts without notice in the event of IT risks for the security of the service or in the event of violations of this regulation.

11. The Owner is not responsible for direct and / or indirect damages resulting from the improper use of authentication credentials. The Users undertake to indemnify and hold the Owner of the service harmless from any claim, action, responsibility, damage, cost, expense or prejudice that may be asserted by third parties and that is deriving, dependent, connected or consequential to the use of Tag Chef.
     

Payment Fees

1. The Owner may provide the Beta software for no charge and reserves the right to charge fees for use and access to the Beta software.

2. The Owner reserves the right to start charging or revise fee amounts at any time, at its sole discretion, under this agreement or after the Beta software is made widely available and incorporated into a public service.
    

Limited Use Rights

1. For the term of the Agreement, the Owner grants to Beta Users a limited, non-transferable, non-exclusive, revocable right to access and use the Beta software in connection with an existing Account to test its functionality and provide feedback to the developers team.

2. The Owner hosts and retains physical control over the Beta software and only makes the Beta software available for access and use by Beta Users over the Internet through a web-browser on desktop devices.

3. Nothing in this agreement obligates the Owner to deliver or make available any copies of computer programs or code from the Beta software to Users, whether in object code or source code form.

4. The Owner reserves the right, in its sole discretion, to revoke access and use of the Beta software at any time. Further, the Owner reserves the right to enter (“assume into”) the existing Account as needed to (i) monitor or measure use of the Beta software; (ii) validate certain features or functionality of the Beta software; and (iii) to provide services or support necessary to maintain the Beta software.

5. Users may not rent, lease, distribute, or resell the Beta software, or use the Beta software as the basis for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Beta software.
    

Feedback

1. Upon reasonable request by the Owner, Beta Users agree to provide suggestions, enhancement requests, and recommendations (individually and collectively, “Feedback”) regarding the Beta software. Feedback shall include informing the Owner about the performance, ease of use, features that may be missing, and any bugs encountered during the use of the Beta software.

2. The Owner may contact Beta Users, which agree to make available a reasonable amount of time to discuss the Beta software with the Owner if so requested.

3. The Owner may, without restriction or fee use, modify and incorporate this Feedback into the Beta software and/or other products and services, without any restriction and without any payment.
    

Intellectual Property

1. The parties acknowledge that this agreement does not transfer any right, title or interest in any intellectual property right to the other. The Owner maintains all rights, title and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”).

2. The limited rights granted to Users to access and use the Beta software under this Agreement do not convey any additional rights in the Beta software, or in or to any Intellectual Property Rights associated therewith.

3. Subject only to the limited rights to access and use the Beta software as expressly provided herein, all rights, title and interest in and to the Beta software and all hardware, application code and other components of or used to provide the Beta software, including all related Intellectual Property Rights, will remain with and belong exclusively to the Owner.

Term of Agreement and Renewal

1. This agreement runs from the date of completion of the user registration procedure, indicated in the personal profile within the application, and expires on the end date of the beta test, which will be communicated by the Owner to all registered beta Users.

2. Upon expiration, this agreement will automatically renew for successive one (1) month periods until terminated by either party (each a “Renewal Term” and, together with the Initial Term, the “Term”).
    

Termination and Expiration

1. Each of the parties may terminate this agreement at any time, for any reason or for no reason, and at the discretion of one of the parties, by giving written notice to the other.

2. Upon termination of this agreement, Users are aware of and agree that the Owner may retain, remove or delete any content, data or other information that they have posted or uploaded to the beta software platform.

3. Upon termination or expiration of this agreement, the Owner is not obligated to store, retain or provide a copy of any content, data or other information that Users have made available or provided while using the beta software.

4. If not terminated early, the obligations of Users under this agreement will cease upon termination of the same, provided that the foregoing does not limit the rights of the Owner in relation to any feedback provided before or after such termination (pursuant to article 5). Sections 3, 4, 6, and 10 to 16, and all obligations thereunder, shall survive any termination of this agreement.
    

Suspension of Services

1. The Owner may immediately suspend the access and use of the software by Users in the event of a violation of one or more conditions indicated in Article 2, provided that the suspension continues only for the time reasonably necessary to remedy the violation.

Confidential information

1. Users acknowledge and agree that participation in beta testing under this agreement will result in the Owner disclosing certain confidential, proprietary and / or commercial information relating to the software and / or business strategies (the “Confidential Information”).

2. Such confidential information includes, without limitation, the existence of the beta software, features, functionality and any know-how, trade secret, computer program, source code, flowchart, manual, diagram, development tool, specification, design, document, marketing information, financial information, business plan or report made available to Users.

3. Users agree that, without the express written consent of the Owner, they will not disclose any Confidential Information or any part thereof to third parties, except to the extent that such Confidential Information (a) is or becomes generally available to the public through any means, other than result of an act or omission on the part of the Owner; (b) is received by the Users by right from a third party who is not subject to any obligation of confidentiality in this regard and without limitation to its use; or (c) is developed independently by Users, without relying on any Confidential Information.

4. Upon termination of this Agreement or at any time at the request of the Owner, Users will return all Confidential Information in their possession to the Owner and also undertake not to duplicate, translate, modify, copy, print, disassemble, decompile or otherwise tamper with the software. or any Confidential Information.
    

Integrations with third party tools

If applicable, one or more components of the Beta software may integrate with third party tools and services. Users consent to the sharing of software information with these third party tools and services and certify that they have all the required consents to do so.

Disclaimer of Warranties

THE BETA SOFTWARE PLATFORM IS PROVIDED “AS IS”. THE OWNER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE BETA SOFTWARE, INCLUDING ANY REPRESENTATION THAT THE SERVICES THEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE OWNER DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE BETA SOFTWARE. FOR THE AVOIDANCE OF DOUBT, ALL BETA SOFTWARE ARE PRELEASE, ARE EXPECTED TO CONTAIN DEFECTS WHICH MAY BE MATERIAL, AND ARE NOT EXPECTED TO OPERATE AT THE LEVEL OF PERFORMANCE OR COMPATIBILITY OF A FINAL, GENERALLY AVAILABLE PRODUCT OFFERING. BETA SOFTWARE MAY NOT OPERATE ACCURATELY AND MAY BE SUBSTANTIALLY MODIFIED PRIOR TO PUBLIC AVAILABILITY OR WITHDRAWN AT ANY TIME. ACCORDINGLY, ACCESS TO AND USE OF THE BETA SOFTWARE IS ENTIRELY AT USERS OWN RISK. IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DAMAGE WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE BETA SOFTWARE, EVEN IF THE OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE USERS ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE BETA SOFTWARE.

Trademarks and copyrights

1. Tag Chef ® is a registered trademark by IN RISALTO s.r.l., Vicenza, Italy.

2. Google Tag Manager ® is a software platform owned by Google inc., Mountain View, CA, USA.

3. Stripe ® is an online payment management platform owned by Stripe, San Francisco, CA, USA.

4. All the distinctive signs used within the Tag Chef software belong to the Owner or to their respective owners or licensees, who have granted the Owner the right of use, limited to their publication on the site and application.

5. Users are aware and accept that all materials published on the site and within the Tag Chef software platform (texts, images, audio, video and any other multimedia content), or the physical material sent to registered users (books, magazines, CDs / DVDs, flash drives, etc.) are protected by copyright and cannot be reproduced or re-transmitted without the specific written authorization of the Owner, except for personal non-transferable use. Use for any unauthorized purpose is expressly prohibited by law.

6. The above prohibition also includes the uploading or transmission of the material available in Tag Chef on platforms such as, by way of example but not limited to, YouTube, Ted, Vimeo, blogs, forums or personal websites and in general any other social network that allows the exchange and / or consultation of information material between multiple users.

7. Any use of Tag Chef material in contrast to letters e, f, will result in the exclusion of Users from the software platform, the termination of the contract, with a claim for damages by the Owner.
    

Privacy and confidentiality

1. Personal data collected during registration and use of the Tag Chef software and any other information that can be associated with Users, directly or indirectly, are processed and used in accordance with Articles 13 and 14 of Reg. 679/2016 (GDPR).

2. The data and information collected during the sign-up procedure, and subsequently, are processed according to the specific information issued during the registration phase.

3. Pursuant to and for the purposes of Article 13 of Reg. 679/2016 (GDPR), the Owner (Data Controller) informs that the recorded data are processed using IT tools and procedures, for the following purposes:

   1. allow secure access and navigation in the different sections of the Tag Chef software

   2. answer technical support questions and keep a database of the most frequent questions, proposals, communications

   3. manage the commercial, administrative, logistical and credit control procedures deriving from the contracts and commitments that the Owner assumes towards the Users

   4. send in electronic and / or paper format documents and / or communications of a fiscal or service nature

   5. fulfill the obligations established by law, regulations, community legislation, civil and tax laws

4. Failure to provide, even partial, the data expressly indicated as mandatory for the pursuit of the purposes will make it impossible for the Owner to provide the service for the Tag Chef Users.

5. All data provided by Users may only be known by the Owner’s employees and collaborators, specifically authorized to process such data as persons in charge of processing pursuant to art. 30 of Legislative Decree 196/03, and in any case for the sole purpose of perfecting the activities required by the service. The appointees are bound to secrecy and confidentiality also on the basis of specific internal regulations (code of ethics of business conduct).

6. Some data may be processed by external technological partners for the exclusive purposes of technical / IT management of the software. In any case, Users’ data will never be disclosed for commercial purposes.
    

Indemnity

Users agree to indemnify and hold the Owner, its officers, directors and employees harmless from any losses (including attorneys’ fees) that result from any third party claims related to Users access, use or misuse of the Beta software, or any act or omission by Users in violation of this Agreement.

Dispute resolution, applicable law and competent court

1. The parties will seek to resolve any dispute relating to this Agreement through informal and good faith negotiation.

2. If the initial negotiation does not resolve the dispute, the parties will select an agreed mediator at an agreed location to attempt to resolve the dispute.

3. If the mediation fails to resolve the dispute, this agreement is stipulated and governed by Italian law.

4. Any and all disputes relating to the execution and interpretation of it will be devolved to the jurisdiction of the Court of VICENZA, Italy, to the exclusion of any other concurrent forum. The prevailing party in any dispute may seek to recover its legal fees and expenses.

5. Any breach of the confidentiality obligations in this Agreement, or any unauthorized use of either party’s services or intellectual property by the other, may cause irreparable harm.

6. Under no circumstances may this agreement be governed by the United Nations Convention on Contracts for the International Sale of Goods
    

Miscellaneous.

1. This Agreement does not create a partnership, agency relationship, or joint venture between the parties.

2. Any assignment of this Agreement by Users in whole or in part without Owner’s prior written consent will be null and void, except an assignment to a successor that is not a competitor of Owner’s made in connection with a merger or sale of all or substantially all of Users assets or stock or to an Affiliate.

3. If this Agreement is translated into a language other than English, the translation is for convenience only, and the English language version will govern.

4. If any provision of this Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to affect the parties’ intention and the remaining provisions will not be affected.

5. Failure of the Owner to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.

6. This Agreement may only be altered, amended or modified by duly executed written instrument.

7. All notices to be provided by Owner to Users under this Agreement may be delivered in writing by electronic mail to the electronic mail address provided for Users Account owner. Users must give notice to Owner in writing by electronic email to the following address: legal@tagchef.com. All notices shall be deemed to have been given immediately upon delivery by electronic mail.

8. You may not assign this Agreement without the prior written Owner’s consent. Subject to the foregoing, the Agreement shall be binding upon the parties and their respective administrators, successors and assigns.