Terms of Service
- YOUR ACCEPTANCE
Thank you for choosing to use the Mela online service known as “Mela” (Service). This agreement (Agreement) is between Mela Works Srl, (Mela, “us,” “we,” or “our”) and the person or entity agreeing to these terms (you).
Why you should read them. Please read these terms carefully before agreeing. These terms tell you who we are, how we will provide services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you have any questions, please contact us to discuss.
Are you a business customer or a consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if you:
- are agreeing to this Agreement as an individual; or
- you are buying services from us wholly or mainly for your personal use.
You are a business customer if you:
- are agreeing to this Agreement on behalf of your company; or
- you are buying services for use in connection with your trade, business, craft or profession,
then “you” means your company and you are binding your company to this Agreement.
If you are a business customer. These terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
Our terms. By using or accessing the Service or clicking on the “I agree” button that is presented to you at the time of submitting your Order (refer to Clause 8), you agree to these terms and conditions of use (Terms).
If you do not agree with these Terms, do not click the “I agree” button and stop using and uninstall the Service immediately.
- INFORMATION ABOUT US AND HOW TO CONTACT US
Who we are. We are Mela Works Srl a company registered in Italy. Our company registration number is MI-2589085 and our registered office is at Piazza Castello 26, 20121 Milano. Our registered VAT number is IT11236210966.
How to contact us. Any notices to Mela, and any questions, concerns or complaints relating to the Service shall be in writing and addressed to email@example.com
How we may contact you. Any notices to you may either be posted on our website www.mela.work (Site) or given in writing (which may be by email) to the address last notified by you to Mela.
"Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
If you also use any of our other services, the separate terms and conditions that apply to those services will apply to you in addition to these Terms which will continue to apply to your use of the Service.
If any of the provisions of any applicable Mela policy conflict with these Terms, these Terms have priority, solely to the extent such Terms apply to the Service.
In respect of the subject matter of the Terms, these Terms contain the entire understanding between the parties. Any previous oral and written communications, representations, warranties or commitments are superseded by the Terms and do not affect the interpretation or meaning of the Terms and each of the parties has relied entirely on its own enquiries before entering into the Terms.
- OUR RIGHTS TO MAKE CHANGES
Minor changes to the products. We may change the product:
(a) to reflect changes in relevant laws and regulatory requirements; and
(b) to implement minor technical adjustments and improvements, for example to address a security threat.
More significant changes to the products and these terms. In addition, we may make changes to the products and these terms, which will be notified to you.
- NO CHARGE SERVICES
We may offer certain Services to you at no charge, including free accounts, trial use, and access to pre-release and beta products (No-Charge Services). Your use of No-Charge Services is subject to any additional terms that we specify and is only permitted for the period designated by us. We may terminate your right to use No-Charge Services at any time and for any reason in our sole discretion, without liability to you. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Services, including any support and maintenance, warranty, and indemnity obligations.
- YOUR LICENCE
Subject to these Terms, Mela grants you a non-exclusive, non-transferable revocable licence to use the Service on a compatible computer, mobile telephone or handheld device (Device) owned or controlled by you.
Unless permitted by law or as otherwise expressly permitted in these Terms, you must not (nor may you authorise any third person to): (i) rent, lease, distribute, license, sublicense, sell, transfer, assign, distribute or otherwise provide access to the Service to a third party; (iii) reproduce, modify, adapt, create derivative works of, the Service; (iv) reverse engineer, disassemble, decompile, transfer, exchange or translate the Service or otherwise seek to obtain or derive the source code or API; (iv) remove or tamper with any disclaimers or other legal notices; (v) combine the whole or any part of the Service with any other software, data or material; (vi) store or use any part of the data you do not own in an archival database or other searchable database. You must promptly notify us in writing of any breach of these conditions of use.
- INTELLECTUAL PROPERTY RIGHTS
You agree that all intellectual property of any sort in or associated with the Service, including all code, libraries, programs, software, documentation, content, databases, systems, logos and trademarks are owned either directly by us or by our licensors. You are not authorised to use any of our intellectual property except as is expressly allowed under these Terms.
- ACCOUNT REGISTRATION
You may need to register for an account in order to access or receive any Services. Any registration information that you provide to us must be accurate, current and complete. You must also update your information so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your accounts.
To activate the Service you must complete the online order page (Order) located on the Site which contains details of: (i) the Services being ordered; (ii) the applicable fees (Fees); (iii) number of individual end users (End Users) for which you wish to establish a Mela hosted end user account (End User Account); (iv) the term of the Agreement (Term); and (v) the applicable form of payment.
End Users. All End Users must establish an End User Account. You may request an End User Account by: (i) notifying us in writing; or (ii) ordering End User Accounts via the Site. Unless the parties agree otherwise in writing, any new End User Accounts purchased during any Term will have a prorated term ending on the last day of that Term.
- PROVIDING THE SERVICES AND RENEWAL
When we will provide the services. We will supply the services or digital content to you until either the services are completed or the subscription expires (if applicable) or you end the contract or we end the contract by written notice to you as described in Clause 17.
We are not responsible for delays outside our control. If our supply of the services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this, we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
What will happen if you do not give required information to us. We may need certain information from you so that we can supply the services to you. If so, this will have been stated in the description of the services on our Site. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and Clause 17. will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the services late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
Force Majeure. We will not be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labour condition, governmental action, and internet disturbance) that was beyond the party's reasonable control (Force Majeure).
Term and Renewal. Services are provided on a subscription basis for a set Term as specified in your Order.
Except as otherwise specified in your Order, all subscriptions will automatically renew for periods equal to your initial Term (and you will be charged at the then-current rates) unless you cancel your subscription in writing or through your account at the Site. If you cancel, your subscription will terminate at the end of then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.
If Mela does not want the Services to renew, then it will provide you written notice to this effect. This notice of non renewal will be effective upon the conclusion of the then current Term.
- BILLING AND PAYMENT
Price for the service. The price of the service (which includes VAT) will be the price indicated on the order pages when you place your order. We take all reasonable care to ensure that the price of the service advised to you is correct. [However, it is always possible that, despite our best efforts, some of the services we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the service's correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the service's correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order].
Payment. You agree to pay all Fees in accordance with your Order. Unless otherwise specified in your Order, you will pay all amounts at the time you place your Order. All amounts are non-refundable, non-cancellable and non-creditable. In making payments, you acknowledge that you are not relying on future availability of the Service beyond the current agreed Term or any Service upgrades or feature enhancements. If you add End Users during your Term, we will charge you for the increased number of End Users pursuant to the then-currently applicable rates in your next billing cycle. You agree that we may bill your credit card for renewals, additional End Users, and unpaid fees, as applicable.
You must elect one of the following billing options when registering and placing an order for the Service:
- Monthly Plan. If you select this option, you will pay for the Services on a monthly basis. We will bill you: (i) Fees based upon the number of End User Accounts you are using. We will provide you with the monthly rate for the Services when you order the Service, and will use this rate to calculate the Fees, for your monthly charges.
- Annual Plan. If you select this option, you will pay for the Services on an annual basis. We will bill you: (i) Fees based upon the number of End User Accounts you are using. We will provide you with the annual rate for the Services when you order the Service, and will use this rate to calculate the Fees, for your annual charges.
Fees for Orders where you are paying with a credit card, debit card or other non-invoice form of payment are due the month prior to which you received the Services. For credit cards, or debit cards, as applicable: (i) we will charge you for all applicable Fees when due and (ii) these Fees are considered overdue after the end of the month during which you received the Services.
Fees for Orders where we issue an invoice are due fourteen days after the invoice date, and are considered overdue after such date.
We may enable other forms of payment by making them available on the Site. These other forms of payment may be subject to additional terms which you may have to accept prior using the additional forms of payment.
Overdue payments may bear interest at the rate of three percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including legal or collection fees) incurred by us in collecting such delinquent amounts, except where such overdue amounts are due to our billing inaccuracies.
You will have thirty days to pay overdue Fees. If you do not pay overdue Fees within thirty days, we will automatically suspend you use of the Service. The duration of this suspension will be until you pay all outstanding Fees.
If you have a monthly billing plan or an annual billing plan commitment, we will continue to charge you Fees during suspension for non-payment and you must pay all outstanding Fees in order to resume use of the Services.
If you remain suspended for non-payment for more than sixty days, we may terminate this Agreement.
You are responsible for any duties, customs fees, or taxes (other than our income tax) associated with the sale of the Services, including any related penalties or interest (Taxes), and you will pay us for the Services without any reduction for Taxes. If we are obligated to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
- YOUR OBLIGATIONS
You must use the Services in accordance with the Acceptable Use Policy and Mela Terms and Conditions.
You may specify one or more administrators who will have password protected rights to access administrative account(s) for the purposes of administering the Services (Admin Account(s)) and to administer all End Users permitted to use the Service and who have established an End User Account.
You are responsible for: (a) maintaining the confidentiality of the password and Admin Account(s); (b) designating those individuals who are authorized to access the Admin Account(s); and (c) ensuring that all activities that occur in connection with the Admin Account(s) comply with these Terms. You agree that our responsibilities do not extend to the internal management or administration of the Services for you and that we are merely a software provider.
Your administrators may have the ability to access, monitor, use, or disclose data available to End Users within the End User Accounts. You will obtain and maintain all required consents from End Users to allow: (i) your access, monitoring, use and disclosure of this data and Mela providing you with the ability to do so and (ii) Mela to provide the Services.
You are responsible for responding to a request from a third party for records relating to an End User's use of the Services (Third Party Requests). Third Party Requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the End User permitting the disclosure. We will, to the extent allowed by law and by the terms of the Third Party Request: (a) promptly notify you of the receipt of a Third Party Request; (b) comply with your reasonable requests regarding its efforts to oppose a Third Party Request; and (c) provide you with the information or tools required for you to respond to the Third Party Request. You will first seek to obtain the information required to respond to the Third Party Request on its own, and will contact us only if you cannot reasonably obtain such information.
- SERVICE LEVEL AGREEMENT (SLA)
If you are registered on a monthly billing plan or an annual billing plan and/or are paying Fees for the Service, the Service will be operational and available to you at least 99.9% of the time in any calendar month (Mela SLA).
Reasons we may suspend the supply of services to you. We may have to suspend the supply of a service to:
(a) deal with technical problems or make minor technical changes;
(b) update the product to reflect changes in relevant laws and regulatory requirements;
(c) make changes to the product as requested by you or notified by us to you (see Clause 4).
Service credits. If we do not meet the Mela SLA, and if you meet your obligations under this Mela SLA, you will be eligible to receive the service credits described below. This Mela SLA states your sole and exclusive remedy for any failure by us to meet the Mela SLA.
Monthly Uptime Percentage
Days of Service added to the end of the Service Term, at no charge to you (Service Credits)
< 99.9% - >= 99.0%
< 99.0% - >= 95.0%
In order to receive any of the Service Credits described above, you must notify us within thirty days from the time you become eligible to receive a Service Credit. Failure to comply with this requirement will forfeit your right to receive a Service Credit.
The aggregate maximum number of Service Credits to be issued by us to you for all downtime that occurs in a single calendar month shall not exceed fifteen days of Service added to the end of your Term for the Service (or the value of fifteen days of Service in the form of a monetary credit to a monthly-billing account). Service Credits may not be exchanged for, or converted to, monetary amounts, except for customers who are on a monthly or annual billing plan.
Exceptions. The Mela SLA does not apply to any Services that expressly exclude this Mela SLA (as stated in the documentation for such Services) or any performance issues: (i) caused by “force majeure” factors described in Clause 9; or (ii) that resulted from your equipment or third party equipment, or both (not within the primary control of Mela); or (iii) caused by network connections; or (iv) caused by factors outside our reasonable control.
We work hard to protect Mela and our users from unauthorized access to or unauthorized alteration, disclosure or destruction of information we hold. In particular:
- We encrypt many of our services using Secure Sockets Layer (SSL) or Transport Layer Security (TLS).
- We review our information collection, storage and processing practices, including physical security measures, to guard against unauthorized access to systems.
- We restrict access to personal information to our employees, contractors and agents who need to know that information in order to process it for us, and who are subject to strict contractual confidentiality obligations and may be disciplined or terminated if they fail to meet these obligations.
By using the Service, you acknowledge that it is your responsibility to ensure the confidentiality and security of any information transmitted from or stored on a Device for the purposes of the Service, for all transactions and other activities in the End User’s name, whether authorized or unauthorized. You understand that use of the Service involves transmission of your data over networks that are not owned, operated or controlled by us, and there is a risk of your data to be lost, altered, intercepted or stored across such networks.
We care about the integrity and security of your information, however, we cannot guarantee that our security procedures will be error-free or that unauthorised third parties will never be able to defeat our security measures. You acknowledge that you use the service at your own risk.
- SHARING CONTENT
When you use the Service, any data, templates, information, content, code, video, images or other materials of any type (Materials) you enter remains confidential to you unless you choose to share any Materials with Mela and/or other users.
When you choose to share content, including Materials that you upload, submit or otherwise transmit to or through Service or the Site, or with us:
- you warrant that the Materials have not been misappropriate from or breach the intellectual property rights of any other person and that you have the rights to use and provide the Materials and to grant the licenses contained in this Section;
- you agree to allow us to store or re-format the Materials and you are responsible for ensuring that the Materials and their use, meaning, effect and placement is not:
- unlawful, obscene, harmful, of bad taste, inappropriate and otherwise comply with the Acceptable Use Policy;
- false, misleading or inaccurate;
- in breach of any applicable law;
- confidential or infringes upon any third-party's intellectual property rights;
- defamatory or offensive;
- in breach of these Terms; or
- infected with viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Service; and
- you indemnify Mela and/or other users against any and all legal fees, damages and other expenses that may be incurred by us and/or other users as a result of a breach by you of the above Terms. Without limiting any other remedies available, Mela has the unfettered right to remove, delete or modify any Materials that it considers to be inappropriate, at its absolute discretion, without consultation with you.
- DISCLAIMER, LIMITATION ON LIABILITY AND INDEMNITY
Disclaimer. Except as expressly stated in this Agreement and in particular in Clause 18, we do not make any representation or warranty (express or implied) in respect of the Services, any Materials or any other goods or services provided by Mela to you, including, without limitation, any implied warranty: (i) of merchantability; (ii) of fitness for a particular purpose; (iii) arising from a course of performance, course of dealing, or usage of trade; (iv) of non-infringement of third party rights; or (v) against hidden defects. The Service any Materials are provided on an “as is”, “with all faults” and “as available” basis and without any further warranties of any kind. We make no warranty that operation of the Service or any Materials will be uninterrupted or error free or that all defects will be corrected. In particular, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
Without limiting the above, you acknowledge that:
- you are using the Service at your own risk;
- the Service is not a substitute for professional advice;
- you are solely responsible for the use of the Service and agree that any safety audits, risk analysis or inspections conducted using the Service are only part of establishing a safe system of work, which would typically require you to undertake additional and comprehensive gap analysis and risk assessments along with specific safe work method statements and safety training; and
- you have not relied on any representation in ordering the Service or any goods and services from us.
Limitation on Liability. To the maximum extent permitted by law, we exclude completely all liability whatsoever for any claims, liability, loss or damage of any kind however caused (including negligence) arising out of or in connection with any goods or services provided by us including the Service and its access, use or performance, including, without limitation, we are not liable for: (a) misuse of the Service or any Materials; (b) use of the Service or any Materials with third party data, software or hardware which is incompatible with the Service and/or not recommended by us; (c) reduced performance or non-availability of the Service or any Materials as a result of network connections; or (d) errors in the Service or any Materials resulting from your configuration or manipulation of the Service or any Materials, in each case not specifically recommended in writing by us.
We are not liable for business losses. If you are a consumer we only supply the services to you for domestic and private use. .
Our responsibility for losses or damage suffered by you if you are a business.
Nothing in these terms shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; [or]
(d) defective products under the Consumer Protection Act 1987;
(e) any matter in respect of which it would be unlawful for us to exclude or restrict liability.
Except to the extent expressly stated in Clause 19, all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
However we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us.
Moreover, our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited at our option to supply of the good or service ordered by you again or paying for their resupply.
Notwithstanding the above, to the maximum extent permitted by law, in no event shall our aggregate liability for any claims arising out of or related to these Terms exceed the greater of three hundred British Pounds (£300) or the amount that you paid, if any, to us for access to or use of the Service during the six months’ period immediately prior to the event giving rise to such liability.
Your use of any website or software that is not provided by us to access or download the Service shall be governed by the terms and conditions applicable to that website or software. We are not responsible for any consequences resulting from the use of such website or software, including but not limited to any damage to your property, including your Device, or the transfer of any computer virus or similar malicious code, except to the extent such consequences are caused by the Service.
Indemnity. You agree to indemnify Mela and its related parties, officers, agents and employees (Indemnified Parties) in respect of any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment (including legal expenses on a full indemnity basis) arising from or relating to: (i) your use of the Service or any Materials; (ii) a breach of these Terms by you; and (iii) your breach of any applicable law.
- TERMINATION AND SUSPENSION
This Agreement is in effect for the Term, unless sooner terminated as permitted in these Terms.
Either party may terminate this Agreement before the expiration of the Term if the other party materially breaches any of these Terms and does not cure the breach within thirty (30) days after written notice of the breach, or if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations.
Our rights to end the contract. We may terminate this Agreement before the expiration of the Term by writing to you if: (a) you are in material breach of these Terms more than two times during the Term notwithstanding any cure of such breaches; (b) you remain suspended at any time for non-payment of Fees for more than sixty days; and (c) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the services.
We may withdraw the service. We may write to you to let you know that we are going to stop providing the service. We will let you know at least 7 days in advance of our stopping the supply of the service.
Your rights to terminate the contract. You may terminate this Agreement at any time with 7 days of notice to Mela, emailing us at firstname.lastname@example.org, but you will not be entitled to any credits or refunds as a result of convenience termination for prepaid but unused Services or subscription Fees.
Effects. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law, or otherwise.
Except as set forth in this Section, once the Agreement terminates, then: (i) the rights and licenses granted by Mela to you will cease immediately (except as set forth in this Section); (ii) you (and your End Users) must cease all use of the Service and any third party Materials; (iii) you must pay to us any and all outstanding Fees for the Term; (iv) you are required to delete the Service and any third party Materials made available to you under this Agreement, including any Mela confidential information from your systems as applicable (including any third party systems operated on your behalf) and, if requested by us, provide written certification to us that you have done so at our request; and (v) you undertake not to attempt to access the Service or any data stored in the Service, any third party Materials or the Site after the date of termination.
After termination Mela will provide you access to the data provided, generated, transmitted or displayed via the Services by you or End Users (Customer Data) for a commercially reasonable period of time at our then-current rates for the applicable Services. After a commercially reasonable period of time, we will delete Customer Data by removing pointers to it on our active and replication servers and overwriting it over time.
Suspension. If we become aware of a breach by you of these Terms, then we may specifically request that you suspend the applicable End User Account. If you fail to comply with our request to suspend an account, then we may do so. The duration of any suspension by us will be until the applicable End User has cured the breach which caused the suspension.
We may update or modify these Terms from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an email to the billing or technical contact you designate in the applicable Order, posting on our Site, through your account, or in the Service itself). If we modify these Terms during the Term, the modified version will be effective upon your next renewal of the Term, as applicable. In this case, if you object to the updated Terms, as your exclusive remedy, you may choose not to renew, including cancelling any Terms set to auto-renew.
With respect to No-Charge Services, accepting the updated Terms is required for you to continue using the No-Charge Services. You may be required to click through the updated Terms to show your acceptance. If you do not agree to the updated Terms after it becomes effective, you will no longer have a right to use No-Charge Services. For the avoidance of doubt, any Order is subject to the version of the Terms in effect at the time of the Order.
Illegal clauses. Each of the paragraphs of these terms operates separately. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be deemed omitted to the extent that it is invalid, illegal, or unenforceable and the remainder of the Terms shall be construed in a manner as to give greatest effect to the original intention of these Terms. If any court or relevant authority decides that any of them are unlawful or illegal, the remaining paragraphs will remain in full force and effect.
Waiver. The waiver of any right or failure of either of us to exercise in any respect any right provided in these Terms in any instance shall not be deemed to be a waiver of such right in the future or a waiver of any right under these Terms.
Disputes. You agree to use your best endeavours to resolve any dispute arising out of or relating to these Terms, with us, prior to resorting to any external dispute resolution process. Please notify us in writing of any dispute you may have.
Transfer of rights and obligations. This Agreement, and any obligations, rights and licenses under these terms, must not be transferred or assigned by you to another person without our prior express written consent.
We may, without restriction, assign this Agreement and our rights and delegate our obligations hereunder to: (i) any of our affiliates or subsidiaries, or (ii) a third party participating in a merger, acquisition, sale of shares or assets, change of control, corporate reorganization or similar transaction in which Mela is participating.
Contracting Parties. Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
- GOVERNING LAW AND JURISDICTION
This agreement and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Italy.
The parties irrevocably agree that the courts of Italy shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter (including non-contractual disputes or claims).