These Cubbit DS3 Terms of Service, together with any other document expressly referred to herein, jointly constitute the agreement (“Agreement”) for the provision of the Services (as defined below) between Cubbit S.r.l., headquartered in Bologna, via della Zecca 1, tax number no. 03562001200, company registration no. REA 528970 ("Cubbit") and the natural person or legal entity, under public or private law, represented by you ("Customer"). 

By creating an Account, signing an Order Form, or using the Services, you confirm having received from Cubbit all the information necessary to choose to enter into this Agreement and that the Services meet your needs. You declare that you have full power and authority to enter into and perform this Agreement and that the Services will be used in accordance with this Agreement and all applicable laws and regulations.


In addition to any other terms defined in the Agreement, the following capitalized terms shall have the following meanings:

Account the account for accessing, using and managing Cubbit DS3 services, as defined below.

Agent means the Cubbit proprietary software that enables the device on which it is installed to participate in the Swarm, as defined below.

Agreement” means the agreement entered into between Cubbit and the Customer for the provision of the Services which includes these Cubbit DS3 Terms of Service, Purchase Order if any, SLA, Acceptable Use Policy, Documentation, and Personal Data Processing Agreement if applicable.

API (Application Programming Interface) means a set of rules, protocols and tools that allow different software applications to communicate with each other, enabling the exchange of data and functionality in a standardized way. 

AUP (Acceptable Use Policy) means the current rules governing the use of the Services in effect, accessible at

Bandwidth” means the volume transferred on the network service for uploading and downloading Content between Nodes, as defined below, and the Services provided by Cubbit to the Customer via the storage network, as defined herein.

Beta Services” means services or features released to collect Suggestions and identify any problems before official launch, also identified as "alpha," "beta," "preview," "early access," "evaluation," or by words or phrases having the same meaning.

Confidential Information” means information, not in a public domain, which is explicitly stated and classified as such or which, due to its nature and content, is considered confidential, disclosed by one Party to the other Party, in any form, including oral communication. Such information may include, but is not limited to: technological information such as source codes, algorithms, software development methods, test data, research and development projects, models, technical drawings, technological trade secrets and information on proprietary software, hardware or devices, technical data, performance specifications, business information, evaluations resulting from audits, service development plans, customer information, and marketing plans.

Content means software, data, text, images, audio, video, the objects, files and all other items that are saved, hosted, stored, managed, used, disseminated or distributed  through the Services. 

Credentials” means the keys set to access the Account or the private keys provided by Cubbit or generated by the Services.

Cubbit DS3 (Distributed Simple Storage Service) means the set of cloud object storage services, provided by Cubbit, having the specifications described in the Documentation and on the Cubbit Website.

Cubbit Website” means the Cubbit website that can be accessed at the address,  its subdomains,  as well as any related pages as periodically updated by Cubbit. 

Customer” means the natural or legal person, or the public or private entity or association, which is the holder of the Agreement and identified in the Purchase Order, as defined below.

Data Protection Policy” means the set of information on the collection, use, storage and protection of personal data provided to the data subject, accessible at

Documentation” means the technical guide for the Services available at (and any subsequent or related Cubbit Websites), which may be updated by Cubbit periodically.

EEA” means the European Economic Area.

Effective Date” means the date on which this Agreement is considered concluded and binding between the Parties, i.e. the date of acceptance of the Order Form signed by the Customer, or at the latest when Cubbit begins to provide the Services to the Customer.

EU Data Protection Laws means, jointly, the rules and principles contained in the GDPR and the measures of the Data Protection Authorities.

Force Majeure” means any event beyond the control of a Party. Such events may include, by way of example but not limited to, force majeure events (including earthquakes or other natural disasters), acts of terrorism, wars or military operations, civil disturbances or riots, strikes (not involving the affected Party), fires, floods, earthquakes, civil unrest, epidemics, failures or delays in computer systems, telecommunications, internet services, or hosting facilities, involving hardware, software, or power systems not under the direct possession or control of the affected Party or that are beyond its control, as well as cyberattacks, actions or inactions of a public authority, including legislative, regulatory, or industrial standard changes, or applicable orders or directives from government authorities related to the Services.

Help Center” means the online resources made available by Cubbit on a dedicated platform, accessible through the address to provide information, guides, answers to frequently asked questions and other informational materials aimed at supporting Customers in understanding, using and solving any problems related to the Services.

Intellectual Property Rights” means any existing and all future worldwide rights arising from, but not limited to, patents, inventions, copyrighted works, trademarks, domain names, databases, trade secrets, know-how, and software.

Maintenance” jointly means the activities of monitoring and supervision, release of software updates, and correction of errors and bugs which are aimed at anticipating, diagnosing and/or resolving any malfunctions, security problems, and activities to optimize the performance of data transfer, management and access. Maintenance is performed as specified in the SLA.

Node” means a physical or virtual Cubbit storage node, identified by a single instance of the Agent software. Each Node is responsible for storing the encrypted Content shards of multiple Cubbit Customers. The set of Nodes constitutes the peer-to-peer network of Cubbit storage nodes (the "Swarm"). 

Order Form” means the document or interface through which the Customer places a purchase order for the goods and Services offered by Cubbit or requests access to them. It contains the essential details of the requested Services and their terms.

Parties” means Cubbit and the Customer jointly.

Personal Data” shall have the same meaning as under the General Data Protection Regulation (Regulation (EU) 2016/679).

Project” means an organizational entity in which Content within Services is managed and stored.

Renewal means the extension of the validity of the original Agreement for an additional period of time.

Services” means (i) Cubbit DS3 services; (ii) standard, premium or priority Technical Support services; (iii) Maintenance; (iv) Documentation and/or any service/support resources provided by Cubbit.       

SLA” (Service Level Agreement) means the service level agreement offered by Cubbit with respect to the Services, currently in effect, accessible at

Storage Space” (or Space) means the distributed cloud storage space and services provided to the Customer through the Swarm. 

Subscription” means the agreement to access and use a given Service offering. 

Suggestion” means suggestions, questions, comments, ideas, original and creative materials or other information related to the Services, shared or sent directly to Cubbit or posted on Cubbit's communication channels by the Customer.

Technical Support” means the Customer care and support activities under this Agreement. Technical Support services include assistance in solving technical problems, guidance on the use of the Services, provision of instructions, and support in correcting errors or anomalies encountered by the Customer while using the Services.

User” means any individual authorized by the Customer to access Customer Content or who otherwise uses the Services on behalf of the Customer.

  1. Right to Use.

Cubbit grants Customer the non-exclusive, non-sublicensable, non-transferable (except as expressly permitted in this Agreement) right to access and use the Services, subject to the terms and conditions of this Agreement. 

  1. Services Provision.

Cubbit will:

  1. perform the Services with the care, skill, and diligence required by the nature of the assignment, in accordance with this Agreement;
  2. ensure continuity and regularity in the provision of the Services in accordance with the SLA, so as to minimize any inconvenience that Customer may experience due to delays, failures, defects or malfunctions. In the event that similar circumstances arise, Cubbit will, in good faith, notify Customer of the underlying causes and provide estimates regarding the time required to activate or restore the Services;
  3. Provide standard Technical Support and Maintenance for the Services to Customer as specified in paragraph 2.6 below. 
  1. Security and Data Protection.
  1. Security Measures.

Subject to the Customer responsibilities set forth in paragraphs 3.2 (Customer Content), 3.4 (Restrictions) and the conditions set forth in Section 10 (Limitations of Liability), Cubbit will adopt appropriate and adequate security measures to preserve Customer Content from accidental or unlawful loss, destruction, access or disclosure. These measures will be subject to constant updating in relation to technological and Services developments.

  1. Data Protection.

Customer consents to the distribution, transfer and storage of its Content through the use of the Services and in accordance with the Documentation. Cubbit and its sub-providers may access and/or use Customer's Content only in accordance with Customer's instructions, to the extent necessary to maintain or provide the Services, or as long as technically feasible, to comply with laws, regulations or orders issued by judicial and/or administrative authorities. Cubbit agrees to use its best efforts to notify Customer of the existence of any rules or orders regarding the disclosure of Customer Content, to the extent that such disclosure is permitted under the relevant rule or order.

  1. Changes to the Service.

Cubbit is constantly committed to providing better, safer, and more efficient Services. In order to achieve these goals, it may be necessary from time to time to make changes, additions, or removals of certain features and functionalities of the Services, as well as improve their performance. If Cubbit makes changes to the Services during the term of the Contract that result in a substantial reduction of functionalities or limit the use of specific features, Cubbit will communicate such changes to the Customer via the email address associated with their account. In such an event, Customer may terminate the Agreement by notifying Cubbit of such a decision within thirty (30) days from the date of receipt of the Service update notice. In such cases, Customer will be provided with a pro-rata refund of any Fees paid in advance.

  1. Service Information.

Cubbit provides information about the Services to the Customer by making available multiple types of online resources, including Documentation, guidelines, use cases, and answers to frequently asked questions. Before contacting Technical Support, the Customer should check the available information and resources.

  1. Technical Support and Maintenance.

Standard Technical Support service can be accessed through the online ticketing system, available through the Cubbit Website and Help Center, during the days and hours indicated. Cubbit is committed to maintaining a qualified and professional IT support team and to respond to Customer's support requests within the specified time frame. Cubbit will also provide Customer with Maintenance services that, at its sole discretion, are generally made available to all Customers at no additional charge. Cubbit may offer to Customers additional premium or priority Technical Support and Maintenance service levels at additional cost.

  1. Subcontracting. 

Subject to the provisions of the Data Processing Agreement, Customer agrees that Cubbit may freely use third parties, including network, power, datacenter, hardware and/or software providers, and technical services to provide the Services, without requiring prior notice or approval. Cubbit remains directly responsible for the proper and lawful provision of the subcontracted services.

  1. Your Account.
  1. Registration

In order to access and use the Services, you must register an Account, providing your information, including personal data ("Account Data"). Customer will provide Cubbit with accurate and complete information and will keep Account Data updated in the event of any changes. Account Data will be collected and processed in accordance with the Data Protection Policy. 

  1. Account Activities

Except to the extent caused by a breach of this Agreement by Cubbit, Customer acknowledges and agrees that it is solely and exclusively responsible for all activities performed in connection with the Services directly or indirectly attributable to the Customer.

  1. Credentials Confidentiality

You understand that Credentials are critically important to the security and integrity of the Services. You agree to keep the Credentials strictly confidential and not to disclose them to third parties, and to carefully monitor that they are used only by authorized individuals. You agree and understand that Cubbit will not be liable for unauthorized access to Customer Account or misuse of Credentials, unless such unauthorized access is the direct result of a substantiated breach on the part of Cubbit. Any consequences due to loss, disclosure or misuse of Credentials are the sole responsibility of Customer. Customer further agrees to promptly report to Cubbit any unauthorized access or suspicious use of the Services or Customer's Account.

  1. Security

Notwithstanding Cubbit's commitments under Paragraph 2.3 (Security and Protection of Data), you acknowledge and agree that the mitigation provided by Cubbit does not, under any circumstances, relieve you of the responsibility to take appropriate measures to ensure the security of your Account, the Services, and Customer Content, which may include training personnel authorized to access the Services, performing regular updates and periodically backing up Customer Content and/or monitoring the security of third-party software tools. 

  1.  Your Content.

You are solely responsible for the creation, management, maintenance, and use of your Content. Customer declares and warrants that its Content does not violate the AUP, as well as applicable laws and/or regulations. Any use of illegal or fraudulent Content, or the unlawful or abusive use of Content as part of the Services is prohibited and may result, at Cubbit's sole discretion, in the removal of Content and/or the immediate suspension of all or any part of the Services provided under this Agreement, as well as deactivation of the Customer Account and/or termination of the Agreement by Cubbit, without prejudice to any other rights and remedies provided by the Agreement or by law.

  1. Restrictions.

Customer acknowledges and accepts compliance with the following restrictions:

  1. transfer, resell, license or otherwise make available any or all of the Services to third parties (other than Users) or offer them independently, without Cubbit's permission;
  2. copy, modify, or create derivative works from the Services;
  3. reverse engineer, disassemble or decompile the Services, or attempt to obtain the source code of software included in the Services, except where such activity is expressly permitted by applicable law;
  4. violate or circumvent any service limits of the Services set forth in the Agreement;
  5. access the Services for the purpose of building a directly competitive product or service;
  6. perform evaluations, benchmarking or other comparative analysis of the Services, intended for publication, without Cubbit's prior written consent;
  7. tamper with, disable or circumvent any technical security measures implemented in the Services, or use tools to enable disabled features.
  1. Fees.

Customer shall pay to Cubbit or Customer's reseller the fees for the Services specified in the Order Form in accordance with the terms and conditions specified therein (hereinafter, the "Fees"). Fees due for a Subscription, which provides for a specific quantity of Services, to be used within the term specified in the Order Form, will be billed upfront or on a periodic basis in advance of use. Fees due for Services provided on a pay-as-you-go basis will be billed at the beginning of each calendar month in arrears, based on the Customer's actual usage during the previous month. Fees are non-refundable, except as required by law or provided in this Agreement.

  1. Payment Terms.

Payment of the Fees is due within the term set out in the Order Form in the currency stated in the invoice. On all overdue payments, after 10 (ten) days have expired unsuccessfully from the payment reminder notice, Cubbit shall be entitled to charge late payment interest at the applicable rate pursuant to Legislative Decree 231/2002 accrued on a daily basis from the due date until the date of actual payment. The Customer will be responsible for all recovery costs incurred by Cubbit, including legal fees, upon submission of supporting documents.

  1. Taxes.

Fees are quoted exclusive of taxes. Customer shall be responsible for payment of any taxes, duties or other charges of any kind or nature (excluding taxes calculated on Cubbit's revenues), associated with the Services, including related interest. Value Added Tax and other taxes due by law will be added to the Fees by Cubbit or Customer's reseller. 

  1. Invoice Disputes.

Customer may dispute an invoice amount, in good faith, within thirty (30) days from the date the invoice was issued. The notice of dispute shall be detailed, enclosing any supporting documentation and receipt of payment of the disputed amount. If the notice of dispute is submitted after the aforementioned term, the Customer waives all rights to dispute such amounts, including any right to set-off or refund.

  1. Purchase from Reseller

If the Customer has purchased the Services through a reseller, the scope of the Services and payment details are governed by the agreement entered into with said reseller. In such case, Customer shall make payment to the reseller in accordance with the covenants agreed upon between Customer and said reseller. However, Customer acknowledges that Cubbit may suspend or terminate Customer's rights concerning the access to and use of the Services in the event that Cubbit does not receive the corresponding payment from Reseller.

  1. Free Trial.  

Cubbit may temporarily grant limited access and free use of the Services to new Customers in ofer to allow Customers to become familiar with the features and and evaluate the performance of the Services prior to making a purchase (hereinafter, the "Free Trial"). Use of the Services during the Free Trial is subject to the terms and conditions of this Agreement and additional terms specified periodically on the Cubbit Website. In the event of any conflict between this paragraph and any other provision contained in the Agreement, this paragraph shall take precedence. At the expiration of the Free Trial period, any Customer Content within the Services will be permanently deleted. Customer shall export its Content from the Services before the end of the Free Trial period accordingly. The Customer Account registered for the Free Trial may not be converted to a paid Account. In the event of a subsequent purchase of a paid Subscription, Customer must create a new Account. Cubbit reserves the right to modify or terminate the Customer's Free Trial at any time with or without notice.

  1. Grounds for Suspension.

In addition to the Maintenance cases under the SLA, Cubbit may suspend Customer's or End User's right to access and use all or part of the Services in the event of:

  1. violation of any terms and conditions of this Agreement, including Customer’s failure to fulfill obligation to pay under Section 4;
  2. use of the Services (i) in violation of the AUP, or is otherwise unlawful or fraudulent, or (ii) that could subject Cubbit or any third party to civil or criminal liability, or (iii) could adversely impact the Services or the infrastructure that supports the delivery of the Services, or the Content of other Customers;
  3. Cubbit has received a request from the relevant judicial or administrative authorities;
  4. Customer becomes subject to insolvency or liquidation or is subject to bankruptcy proceedings.

Suspension shall be applied only to the minimum necessary portion of the Services and shall become effective if, in Cubbit's sole discretion, the conditions or necessity exist and without the exercise of such right being contested to Cubbit as a breach of the Contract.

  1. Notice.

Cubbit will, in good faith, give prior notice to the Customer of suspension of the Services, unless it has reason to believe that: (i) this is prohibited by applicable law or the order issued by public authority; or (ii) the suspension notice should be delayed to prevent imminent harm to the Services or third parties.

  1.  Effect of Suspension.

Suspension of the Services, pursuant to paragraph 5.1 above, will not relieve the Customer of the obligation to pay the full amount of the Fees due to Cubbit under the Agreement, without entitling the Customer to receive any service credits under the SLA. Customer Content will not be deleted during the suspension, unless otherwise specified in the AUP or Customer explicitly requests deletion.

  1. Agreement Term.

This Agreement shall become effective on the Effective Date and shall remain in effect until terminated either by Customer or Cubbit. The term for which Customer agrees to use the Services requested shall be the term specified in the applicable Order Form (the "Service Term").

  1. Renewal.

Services provided on a pay-as-you-go basis will automatically renew for a term equal to the initial term. Subscriptions to the Services on a flat-rate payment basis, which provide for a commitment for a predetermined Service Term, will automatically renew for a subsequent period of one year, unless either Party terminates (even partially) in accordance with Section 13.5 with at least 30 (thirty) days' notice prior to expiration of the Service Term.

  1. Withdrawal Rights (Consumers).

Customer, qualifying as a “consumer” pursuant to applicable consumer protection laws, based in one of the EEA Countries, have the right to withdraw from this Agreement within 14 (fourteen) days from the Effective Date, without giving any reason. For the purpose of exercising the right of withdrawal, Customer shall be required to inform Cubbit, in accordance with paragraph 13.5, prior to the expiration of the aforementioned term, by means of an unambiguous written statement. To that end, Customer may use the following withdrawal form:

- Recipient Cubbit S.r.l., Via della Zecca 1, 40121 Bologna, Italy.

- By this notice, I (*) hereby notify the withdrawal from the (*) Agreement for the sale of the following goods/services (*) 

- Ordered on (*) / received on (*)
- Name of the consumer(s) 

- Address of the consumer(s) 

- Signature of the consumer(s) (only if this form is notified in paper version).  

If the right of withdrawal is legitimately exercised, Customer will be refunded of any Fees paid for the Services in advance, subject to any reduction that Cubbit may apply to reflect the value of the Services already used by the Customer up to the date of withdrawal. 

  1. Termination for convenience.
  1. By Customer

Without prejudice to the other cases of termination provided in this Agreement, Customer may terminate this Agreement for any reason, before the Renewal Term, by giving notice of termination to Cubbit in accordance with paragraph 13.5 and by deleting its Account and/or the Project(s) related to the Subscription. Customer will be responsible for payment of the Fees due until the expiration of the Service Term and will not be entitled to any refund. 

  1. By Cubbit

Cubbit may terminate this Agreement upon sixty (60) days prior written notice.  In such a case, Customer will be provided with a pro-rata refund of any Fees paid in advance.

  1. Termination for cause.
  1. By Either Party

Without prejudice to any other rights or remedies available, either Party may terminate this Agreement immediately on notice if 30 (thirty) days have elapsed after written notice in accordance with paragraph 13.5 to the other Party of a substantial breach and such breach remains uncured at the expiration of such period. In case of termination for cause by Customer, Customer will be provided with a pro-rata refund of any Fees paid in advance.

  1. By Cubbit

Cubbit may terminate this Agreement immediately on written notice, in accordance with paragraph 13.5, without the Customer being entitled to claim any form of compensation and without prejudice to any other rights or remedies available, if:

  1. the Customer is in breach of any of the following provisions of this Agreement: 3. (Customer Obligations), 8. (Intellectual Property), 9. (Confidentiality), 14. (Governing Law, Dispute Resolution);
  2. Customer has not removed the grounds of suspension within 30 (thirty) days following the suspension, except in cases of suspension for Maintenance;
  3.  repeated or serious breaches of the AUP.
  1. General Provisions.

On the date the Agreement terminates for any reason whatsoever:

  1. Except as provided in paragraphs 7.2 (Survival) below, the rights and licenses granted by Cubbit to Customer under this Agreement shall terminate immediately; 
  2. Except as provided in paragraphs 6.4 (B) and 6.5 (A) above, Customer remains responsible for payment of all fees and charges incurred up to the date of termination;.
  3. Each Party shall restitute to the other Party any related confidential material they find themselves in possession of or certify in writing to the other Party that it has permanently destroyed the other Party's Confidential Information.
  1. Survival.

Termination of this Agreement will have no effect on those provisions that by their nature do not cease to be effective with the termination of the Agreement, such as those contained in the following Sections: 4 (Fees and Payment); 7 (Effects of Termination); 8 (Intellectual Property); 9 (Confidentiality); 10 (Limitations of Liability); 11 (Indemnification); 13 (General Provisions); 14 (Governing Law, Dispute Resolution). 

  1. Reservation of Rights.

Each Party shall retain all rights, titles and interest including all Intellectual Property Rights. Except as expressly set forth herein, this Agreement does not grant Cubbit any Intellectual Property Rights with respect to your Content, nor does it grant you any right, title or interest in or to the Services or any Intellectual Property Rights of Cubbit.

  1. Limited License.

To the extent necessary to provide the Services, to protect Customer and the Services, and to improve the Services, Customer grants Cubbit a royalty-free license to use Customer Content. This license allows Cubbit to store, transmit, distribute via communication tools, and display Customer Content within the Services. This license also extends to Cubbit's subcontractors and processors.

  1. Suggestions.

Cubbit may use Suggestions that you send or share with Cubbit without any obligation to you. Customer agrees to irrevocably assign to Cubbit on a royalty-free, perpetual basis, without territorial limitation, all rights, titles and interest in and to any Suggestions and agrees to provide Cubbit with the assistance necessary to document and maintain Cubbit's rights in the Suggestions.

  1. Obligations.

During the term of this Agreement and for five (5) years following its termination, Parties agree to maintain confidentiality and not to use or disclose the Confidential Information of the other Party except as set forth herein. Each Party agrees to:

  1. take security measures to safeguard the other Party's Confidential Information that are at least equal to those it would use to protect its own similar information; 
  2. maintain confidentiality and not disclose the Confidential Information to third parties except to its own employees, contractors or advisors who have a need to know, so long as they are bound by at least equivalent restrictions to those set forth in this Agreement for the other Party's Confidential Information.      
  1. Exceptions.

Confidentiality obligations will not apply where the Confidential Information: 

  1. is or becomes publicly available through no violation of this Agreement;
  2. was already legitimately in its possession and/or known to it on the date of its receipt; 
  3. was developed independently of the recipient Party and without reference to any information disclosed to the recipient Party by the disclosing Party;
  4. was or is obtained by the recipient Party from a third party, provided, that, such third party was not bound by a contractual, legal or fiduciary obligation of confidentiality to the non-disclosing party or any other party with respect to such information or material;
  5. has been explicitly approved for disclosure by written authorization from the disclosing Party;
  6. must be disclosed by the receiving Party in compliance with a law or regulation, and notice of such obligation is given to the disclosing Party, to the extent permitted, within a reasonable time to enable the disclosing Party to prevent or limit such disclosure.
  1. Cubbit’s Liability

Cubbit's obligations and responsibilities in connection with the provision of the Services are those set forth in this Agreement. In the event of any breach or non-performance of the Agreement by Cubbit, the corresponding payments or credits under the SLA which may be due from Cubbit to Customer shall constitute Customer's sole and exclusive remedy for Cubbit's failure to meet the expected level of performance and Cubbit's entire liability for the failure to meet the level of performance, with the express exclusion of any indemnification or compensation to Customer for direct or indirect damages of any nature or kind whatsoever. In all cases where the SLA does not apply, Cubbit's total aggregate liability to Customer, regardless of the reason or cause of action (including, but not limited to, breach of Contract, misrepresentation, tort including negligence, breach of statutory duty or otherwise), shall not exceed the total amount of Fees paid by Customer to Cubbit in the 12 (twelve) months preceding the claim made by Customer, or for Services provided free of charge, the maximum sum of 100 (one hundred) euros. 

  1. Limitation of Liability.

Except in cases of willful misconduct or gross negligence, Cubbit disclaims any liability to Customer and/or third parties directly or indirectly connected or related to them, including Users, for:

  1. improper or non-compliant use of the Services by the Customer or by third parties, howsoever authorized by the Customer to use the Services;
  2. violations of legal obligations attributable to the Customer;
  3. Non-performance, failure, malfunction or unavailability of the Services resulting from the actions of the Customer or third parties (excluding Cubbit's subcontractors), software or hardware provided by third parties and used by the Customer and/or due to the non-operation of the Internet, power and/or telephone lines;
  4. Disclosure, loss, or theft of Customer Credentials and, more generally, for unauthorized access to Customer Content or other data or its alteration, deletion, destruction, damage, loss, or failure to store;
  5. Damages, expenses, losses and/or costs that could result from cyber attacks, hacking operations and, in general, unauthorized access by third parties to the Services and Client's IT systems;
  6. Event of Force Majeure or unforeseeable circumstances.
  1. Beta Services

Cubbit may make available to Customer services and features that are still undergoing testing and evaluation, so-called "Beta Services." Customer acknowledges and accepts the risk that Beta Services, because they have not yet undergone the same security and control measures as the Services, may not function properly or contain errors, design flaws, or present other problems. The Beta Services are provided for the purpose of collecting Suggestions, therefore, by using the Beta Services, Customer agrees that it may be contacted by Cubbit to provide such Suggestions. The Beta Services contain Confidential Information until their official launch. By becoming a tester of our Beta Services, you agree not to disclose any information about these services to third parties without Cubbit's written consent.

  1. Force Majeure.

Except for the obligations to pay the Fees, the Parties shall not be liable for any loss, damage, delay, non-performance or partial performance arising directly or indirectly from a Force Majeure event. In such circumstances, the Party affected by the Force Majeure event shall promptly notify the other Party in writing, providing details of the circumstances and expected duration of the Force Majeure event, keeping the other Party regularly informed. If, despite the efforts of the Affected Party, the period of delay or non-performance persists for a period of more than thirty (30) consecutive days, the unaffected Party shall have the right to terminate with immediate effect, all or any part of the Services affected by the Force Majeure Event, without liability, by notifying the Affected Party in accordance with Section 13.5.

  1. By Customer 

Customer agrees to defend, indemnify, and hold harmless Cubbit from any third party claim, suit, and/or demand for compensation or damages made or brought against Cubbit arising from the breach of any of the obligations specified in the following paragraphs: 3 (Customer Obligations), 8 (Intellectual Property), and 9 (Confidentiality). Customer will indemnify Cubbit from any costs, damages and charges, including attorney fees, finally awarded against Cubbit or for any amounts paid by Cubbit as part of a settlement agreed to and authorized by Customer. The above defense and indemnification obligations do not apply if a dispute against Cubbit arises from Cubbit's breach of this Agreement, the Documentation, or the applicable Order Forms.

  1. By Cubbit

Cubbit agrees to defend, indemnify, and hold harmless Customer from any third party claim, suit, and/or demand for compensation or damages made or brought against Customer based on an allegation that the technology used by Cubbit to provide the Services infringes or misappropriates the Intellectual Property Rights of said third party. Cubbit will indemnify Customer from any costs, damages and charges, including attorney fees, finally awarded against Customer or for any amounts paid by Customer as part of a settlement agreed to and authorized by Cubbit. The above defense and indemnification obligations do not apply if (i) the allegations do not specifically state that the Services are the basis of the claim against Customer; (ii) a claim against Customer arises from the use or combination of services provided by Cubbit with software, hardware, data, or procedures that are not provided by Cubbit, if the Services or the use thereof would not result in any infringement without such combination; (iii) a claim against Customer is related to services for which no cost has been charged to the Customer; (iv) a claim against Customer arises from Content, applications not provided by Cubbit, or the Customer's violation of this Agreement, Documentation, or applicable Order Forms. If Cubbit believes or suspects that the Services infringe the Intellectual Property Rights of any third party, Cubbit may at its discretion, according to good faith: i) obtain the right for Customer, at Cubbit's expense, to continue using the Services; ii) provide a substantially equivalent substitute solution that does not infringe the rights of any third party; iii) modify the Services so that the infringement ceases. If, at Cubbit's discretion, the options described in this paragraph are excessively burdensome, Cubbit may suspend or terminate Customer's use of the Services and Cubbit will provide Customer with a pro-rata refund of any prepaid Fees. 

  1. General obligations

Party requesting indemnification, pursuant to this Section 11, shall (i) promptly notify the other Party of such request, (ii) cooperate in good faith with the other Party in the defense, give the Party responsible for the indemnification exclusive control and authority over the handling of the defense, except where the settlement involving an admission of liability by the Party requesting the indemnification requires prior written consent (which may not be unreasonably withheld or delayed) and the other Party may participate in the defense with its own counsel at its own expense. It is hereby specified that the indemnification set forth herein constitutes the sole remedy available to both Cubbit and Customer under the Agreement in the event of infringement by the other Party of third party Intellectual Property Rights.

  1. Independent Data Controllers.

Any Personal Data relating to the Parties and their personnel, which are communicated or collected in connection with the conclusion, management and/or execution of this Agreement by employees, customers or subcontractors of any of the Parties, shall be processed only for the purposes connected with and instrumental to the performance of this Agreement. Such processing will be carried out by each Party, as an independent data controller, in full compliance with the applicable EU Data Protection Laws.

  1. Data processor appointment.

Each Party agrees that the performance of the Services may involve the processing by Cubbit of personal data for which Customer is the controller or processor of the relevant data controller. With respect to the processing of such personal data, Cubbit is appointed as a (sub)processor under the Data Processing Agreement (DPA) for the term of this Agreement. When Customer is a processor, Customer agrees to enter into similar personal data processing agreements with the relevant data controller, including by reference Cubbit as its (sub)processor, as required by the GDPR. Customer warrants on an ongoing basis that the relevant controller has authorized Customer's engagement of Cubbit as another processor, including Cubbit's employment of its subprocessors, in accordance with the DPA.

  1. Changes to the Agreement.

Customer acknowledges and agrees that Cubbit may change these Terms of Service and the documents referred to herein at any time by posting the most current version on the Cubbit Website. Such changes shall apply immediately to any new purchase order. With respect to the Services in use, substantial changes shall be notified to Customer in accordance with paragraph 13.5 below and shall become effective 15 (fifteen) days after their publication or receipt of notification. Notwithstanding the foregoing, any changes to the terms of use of third party products and any implementation of a new regulation may be immediately applicable to the extent such events are beyond Cubbit's control. In cases where the new terms of the Contract are detrimental to the Customer, Customer may terminate the Contract, within 30 (thirty) days from the effective date of the new terms of the Contract. Such termination will be notified in accordance with paragraph 13.5 below. By continuing to access or use the Services after such term, the Customer agrees to be bound to the new Contract.

  1. Waiver.

Any acquiescence or tolerance in exercising or enforcing a right under the Agreement does not constitute a waiver of the right to enforce such rights.

  1. Assignment.

The Customer shall not assign or otherwise transfer the Agreement without Cubbit's written consent, except for assignment in favor of the surviving entity as a result of a merger, acquisition or sale of all or a substantial part of the Customer's business, by giving written notice to Cubbit. Customer hereby consents to the assignment by Cubbit to a third party of all or any part of this Agreement.

  1. Severability

Any total or partial lack of effectiveness and/or of validity of one or more clauses in the Contract shall not imply the lack of validity of the other clauses, which will remain fully valid and effective.

  1. Notices
  1. To the Customer 

Cubbit may transmit to Customer the notices required and permitted by the Agreement by (i) posting on the Cubbit Website; (ii) sending a message to the e-mail and/or certified mail address provided in the Order Form, or to the e-mail address associated with the Account.

  1. To Cubbit

Any notices required or permitted by this Contract shall be made in writing, by registered mail with return receipt or certified mail, possibly in advance by email, to the following addresses:

Cubbit S.r.l.

Via della Zecca 1, 40121 Bologna, Italy.

Certified e-mail:  

  1. Language of the Agreement

Parties agree that this Agreement has been drafted in two languages, Italian and English, and both versions are considered authentic and legally binding. However, it is explicitly established that in the event of any ambiguity or conflict between the two language versions, the Italian language version shall prevail and be deemed predominant exclusively for Customers with their registered office or residence in Italy.

  1. Entire Agreement

This Agreement cancels and replaces any other previous agreement that may have occurred between the Parties and shall constitute the entire agreement with respect to the Services in object. 

  1. Marketing Activities.

Customer authorizes Cubbit to use Customer's business name and/or trademarks and/or any other distinctive sign (the "Trademark") to publicly refer to the other party, orally and in writing, as a customer solely in connection with the Services only during the Term, subject to Customer's right to notify Cubbit of its objection. Any other use of the Trademark of one Party requires the prior written consent of that Party.

  1. Governing Law.

This Agreement shall be governed solely by Italian law, excluding any application of the Italian conflict of law rules. Parties specifically exclude applicability of (i) the United Nations Convention on the Sale of Goods and (ii) any Incoterms. If Customer is a EEA-based consumer and ordinarily resides in the European Union, this clause does not affect the protection provided by the mandatory provisions of the Customer's law of residence.

  1. Informal Resolution of Disputes. 

Before taking any formal action, each Party agrees to attempt to resolve the dispute by contacting the other Party in accordance with paragraph 13.5 above. In the event that a satisfactory resolution is not reached within 30 (thirty) days of notification, formal legal action may be initiated by Customer or Cubbit.

  1. Online dispute resolution in the European Economic Area 

If the Customer is a EEA-based consumer, the European Commission has made available the Online Dispute Resolution (ODR) platform, which can be accessed through the following link: 

  1. Disputes

Any dispute arising in connection with the interpretation and/or application and/or execution of this Agreement and the documents annexed or referred to herein shall be referred to the Italian Judicial Authority and to the exclusive jurisdiction of the Court of Bologna. If the Customer has acted and concluded the Agreement as a Consumer and habitually resides in one of the countries of the European Economic Area, United Kingdom or Switzerland, or other where the laws recognize the consumer's right to bring disputes before the court of the country of residence, this clause does not affect such rights.