|
TUOTEMPO TERMS OF USE: BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF TUOTEMPO'S ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE. |
|
Welcome As part of the Service, Tuotempo will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Tuotempo website incorporated by reference herein, including but not limited to Tuotempo's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement. |
|
ART.1 DEFINITIONS 1.1 The conditions contained herein (“General Conditions”) in conjunction with the terms and conditions stipulated in the purchase order forms (“POF”) govern the use of tuOtempO’s Software, Auxiliary Applications and Auxiliary Services by clients of tuOtempO SRL (“Clients”). 1.2 Each contract between Tuotempo SRL (“tuOtempO”) and its clients, pertaining to each individual POF and to the licenses and services they concern, shall be considered binding from the moment tuOtempO receives the duely compiled and signed POF form. By signing the POF, the client declares that he has read and accepted the General Conditions contained herein and that he has saved a hard copy for himself in his records. A copy of these General Conditions may be consulted at any time at the following URL http://www.tuOtempO.com/agreement.htm. 1.3 TuOtempO provides services that utilize software conceived, developed and/or created by tuOtempO. This software was designed to manage appointment bookings and communications via email, facsimile, SMS and voice mail. 1.4 TuOtempO’s services are provided by Tuotempo S.r.l. whose office is located at Via Ugo Bassi 11, 40121, Bologna, whose VAT (P. I.V.A.) number is 2660531209 and whose registration number at the CCIAA Business Registry of Bologna is 2660531209. Clients may contact tuOtempO by writing to the above postal address, via facsimile at (39) 0513370394 or via email at info@tuOtempO.com.
ART. 2. TUOTEMPO’S SERVICES 2.1 The Client recognizes that tuOtempO, in providing its Services, uses: (i) the name Tuotempo, the logo tuOtempO, the domain tuotempo.com, the names of the products and services associated with its Service and other trademarks and distinctive symbols relative to its Service; (ii) some audio-visual information, documents, software and other intellectual property; and (iii) other technologies, software, hardware, products, processes, algorithms, user interfaces, know-how and other commercial secrets, techniques, inventions and other technical materials or tangible or intangible information (collectively called “tuOtempO Technologies”) and that these “tuOtempO Technologies” are covered by intellectual property rights owned or licensed by tuOtempO (collectively called “tuOtempO Rights”). Except as provided for otherwise in this Agreement, no license or right covering either tuOtempO Technologies or tuOtempO Rights shall be transferred to the Client and these licenses and rights are hereby expressly proclaimed reserved. 2.2 tuOtempO grants its Users and the Client the non-exclusive, non-transferable, non-sublicensable right to access and use the Service, in accordance with the conditions stipulated in this Agreement. 2.3 The right of access to tuOtempO’s services includes access to the Hosting services specified in art.5 of these general conditions. 2.4 The rights specified in article 2.2 are granted to the Client solely and strictly for the time necessary for the use of tuOtempO’s services, by means of online access for remote use and for the exclusive purpose of managing appointment bookings and sending messages via SMS, Fax, email or Voice Mail to the Client’s own End Users. 2.5 The resale of access or use of tuOtempO’s services by the Client, unless stated otherwise in the POF, is hereby expressly forbidden. 2.6 The tuOtempO services to which rights have been granted are indicated in each individual POF. The right of access to these services shall be governed by the conditions stipulated in each individual POF in conjunction with the terms and conditions stipulated herein. In the event that any inconsistency between the conditions stipulated in the POF and these General Conditions should arise, the conditions stipulated in the individual POF will prevail.
ART. 3. ACCESS TO TUOTEMPO AND TO ITS AUXILIARY APPLICATIONS 3.1 tuOtempO’s services are currently accessible through the client area of the tuOtempO website, whose URL is http://www.tuotempo.com. TuOtempO reserves the right, to be exercised solely and exclusively at its own discretion and at any time, to modify the URL through which its services may be accessed by communicating this change to the Client via email and by posting a general notice on the tuOtempO website with advance notice of at least 10 days from the date that the change is to take effect. 3.2 Clients can access tuOtempO’s services online by using the Username and Password assigned to them in accordance with the conditions stipulated in each individual POF. The Username and Password shall constitute a system through which the Client’s access to tuOtempO’s services shall be validated. The Client recognizes and expressly accepts that this system is the only means by which the Client may be identified at the moment of access to tuOtempO’s server. The Client therefore accepts and agrees that all operations performed through the use of the Username and Password assigned to him by tuOtempO in accordance with these General Conditions shall be attributed to the Client and that he claims full responsibility for all such operations. 3.3 The Client recognizes that he is solely and fully responsible for all operations performed through the use of his own Username and Password and he agrees to maintain their secrecy and to store them with appropriate care and diligence. Each authorized person shall have his own personal access account. It is expressly forbidden for access to be shared. The client claims sole and full responsibility for damages that may arise from a third party knowing or using his own Username and Password. 3.4 By signing this Contract, the user agrees to supply Tuotempo, when requested, with any and all information necessary for the use of the Service. In the event that the information provided should be inaccurate, false or misleading, or otherwise provided for the purpose of making abusive or exploitative use of the Service, Tuotempo reserves the right to immediately suspend or interrupt this Contract and to cease all Services being provided without the obligation to reimburse the Client. The Client expressly assumes full responsibility for all the information entered in the registration form and warrants that it is correct and was entered with diligence.
ART. 4. USE OF TUOTEMPO AND/OR OF ITS AUXILIARY APPLICATIONS 4.1 The Client agrees to use tuOtempO’s services and Auxiliary Applications exclusively for licit purposes. His further obligations include, but are not limited to, the following actions: 4.2 The Client recognizes that tuOtempO does not review the content of messages sent by the Client via SMS, Fax, email or Voice Mail to his own End Users by means of tuOtempO’s software. TuOtempO reserves the right, to be exercised solely and exclusively at its own discretion and without however assuming any obligation to do so, to reject the contents and/or information made available by the Client by means of tuOtempO’s services in the event that such contents and/or information should be found to be explicitly in violation of applicable laws and regulations. TuOtempO reserves the right to suspend the Client’s access to tuOtempO’s services in the event that the Client should act in breach of the conditions stipulated either in these General Conditions or in any of the individual POFs. 4.3 For technical reasons, tuOtempO reserves the right to modify at any time the technical and functional characteristics of tuOtempO’s services and/or Auxiliary Applications, informing the Client of the modification in writing via email or by means of a general notice on tuOtempO’s website. Should the modifications result in a substantial worsening in the quality and level of the service offered by tuOtempO and/or of its Auxiliary Application, tuOtempO shall inform the Client of this fact with 30 days of advance notice and the Client will have the right to terminate these General Conditions and each individual POF within the above mentioned time period, effective as of the end of the month in which the termination of the contract was communicated. 4.4 tuOtempO does not warrant that its services and/or Auxiliary Applications shall be free of error or malfunction but will do everything possible to prevent them from occurring. 4.5 tuOtempO reserves the right to suspend in whole or in part the Client’s access to tuOtempO’s services and/or Auxiliary Applications for the purposes of Ordinary and Extraordinary Maintenance (unplanned servicing rendered necessary by events which are beyond tuOtempO’s reasonable control) of its systems. TuOtempO will do everything possible, but is not obligated, to perform Ordinary Maintenance operations at night or on public holidays. TuOtempo will communicate its intention to perform such operations by means of a general notice published at the URL [http://www.tuotempo.com] with advance notice of at least 48 hours from the Ordinary Maintenance operations. tuOtempO will do its best, but is not obligated, to warn the Client before performing Extraordinary Maintenance and to reduce to a minimum whatever inconveniences might arise from said Maintenance. 4.6 The Client expressly warrants that the number or name of the sender of the SMS messages provided (in the countries in which this service is available) belongs to him and that its use does not violate the right of any third party in any way. TuOtempO does not warrant that the service known as “Sender ID,” which consists in displaying the name of the sender of SMS messages sent, will continue to be available in the future, inasmuch as its availability is determined solely by the wireless phone service provider. TuOtempO will therefore continue to offer this service only for as long as the wireless phone service provider renders this possible, without however assuming any responsibility nor providing any warrantee, whether tacit or express, for its availability. It is absolutely FORBIDDEN for the user of tuOtempO’s services to make use of these services for illicit purposes, including but not limited to, requesting that the system call premium-rate telephone numbers and sending unrequested and/or unsolicited advertisements to addresses or telephone numbers to users who bear no relationship to the sender. It is forbidden to enter premium-rate telephone numbers (where permitted by the service) in the sender field or in the body of messages.
ART.5. HOSTING SERVICES, CONNECTIVITY AND ASSISTANCE 5.1 The application upon which the service’s functioning is based will continue to be resident on tuOtempO’s servers, which are in turn hosted by Seeweb S.p.A’s data center. TuOtempO agrees to provide the Client with disk space on one of its own servers in order to host information relative to the Client’s End Users and their Bookings. 5.2 tuOtempO agrees to avail itself of the connections necessary for the delivery of messages via SMS, Fax, email or Voice Mail. 5.3 tuOtempO further agrees to make a customer support service available to the Client which can be accessed either by means of a link located at the URL [http://www.tuotempo.com] or alternately by email at the following address: support@tuotempo.com.
ART. 6. CLIENT DECLARATIONS AND WARRANTEES – INDEMNIFICATION CLAUSE 6.1 The Client declares and warrants that he is in possession of the authorizations, licenses and/or concessions required by the applicable laws to engage in the activities discussed in these General Conditions and in the POFs and warrants that he has every right to perform them. 6.2 The Client consequently assumes full responsibility for the activities made possible through the use of tuOtempO’s services and warrants that they will be carried out in accordance with all applicable laws and regulations. 6.3 Specifically, the Client declares and warrants that: 6.4 The Client agrees to indemnify and hold harmless tuOtempO against any and all claims, motions, actions, costs, expenses, liabilities resulting from any breach by the Client of the conditions stipulated in art. 6 and acknowledges tuOtempO’s right to terminate these General Conditions and to seek compensation for damages suffered.
ART. 7. BILLING AND PAYMENT 7.1 Payment for the use of tuOtempO’s services, Auxiliary Applications and Auxiliary Services is stipulated in the POFs. 7.2 The Client agrees to pay all fees specified in the POFs in accordance with this Agreement. Unless stated otherwise, all fees will be quoted in Euro. Unless stated otherwise, all fees are non-refundable. 7.3 Service Fees will be invoiced in advance and in accordance with the relative POF. All payments made in accordance with this Agreement shall be made in Euro. 7.4 In the event that 30 days should elapse from the payment deadline of an invoice made out to the Client (with the exception of invoices contested in good faith), in addition to its other rights and recourses, tuOtempO reserves the right to suspend the Service supplied to the Client, without being liable to the Client for doing so, until such a time as the outstanding invoice has been paid in full.
ART. 8. TERM OF AGREEMENT – TERMINATION CLAUSE 8.1 This contract is to be considered binding in its entirety as of the moment that the user has registered for the service, thereby expressly accepting all the clauses contained herein. Upon registration, which is completely free of charge, the user is assigned a Trial Account and a certain number of Message Credits in order to test the efficiency of the system and to familiarize himself with its characteristics. The contract automatically expires once these Message Credits have been exhausted or after 30 days have elapsed from activation, unless the user purchases either more Message Credits or other products or services from the website www.tuotempo.com. 8.2 In the event of such a purchase, the contract shall remain binding, unless stipulated otherwise in the POF or by the termination clauses, for a one-year period. The contract will be automatically renewed and extended for successive periods of twelve months, unless at sixty days prior to the expiration of the initial term or any renewal term either party notifies the other, by means of registered mail, of his election not to extend and renew. 8.3 Credits purchased for the sending of messages (SMS, Fax, email or Voice Messages) are valid for 12 months from the date of the last purchase. 8.4 The General Conditions contained herein are applicable to all contractual relationships between tuOtempO and the Client and govern the use of tuOtempO in accordance with each individual POF.
ART. 9. INTELLECTUAL PROPERTY RIGHTS 9.1 Each Party shall maintain full and exclusive ownership of the intellectual and/or industrial property rights belonging to it. 9.2 Except as provided for in section 9.1, the Client grants tuOtempO free and non exclusive license to use, for the time strictly necessary to accomplish the activities discussed in these General Conditions and in each individual POF, its logos and trademarks and to use the content and/or information sent and/or created by the Client or by tuOtempO by means of tuOtempO’s services. 9.3 The Client expressly authorizes tuOtempO to use its trademarks, be they names or symbols, on tuOtempO’s website and in its promotional or publicity material. 9.4 The Client warrants that he has the legal right to use the trademarks and distinctive symbols sent in messages (SMS, Fax, email or Voice Message). These trademarks and distinctive symbols shall be unambiguously attributed to the Client. The Client agrees not to use tuOtempO’s name, trademarks, logos nor any of its distinctive symbols, nor to refer to any of these, in the messages sent by SMS, Fax, email or Voice Mail without having obtained prior written consent to do so from an authorized representative of tuOtempO. 9.5 All information entered by the Client into tuOtempo’s systems and/or sent to End Users by means of tuOtempO’s services are and remain the Client’s exclusive property. Consequently, the Client assumes full and complete responsibility for said information and for its contents. The Client also assumes exclusive responsibility for uploading, downloading, deleting, registering and managing the Client’s information found on tuOtempO’s server. 9.6 tuOtempo shall have free, worldwide and perpetual license to use or incorporate into the Service any suggestion, idea, request for improvement, feedback, advice or other information supplied by the Client or by its Users in connection to the Service’s operation.
ART. 10. LIMITATION OF TUOTEMPO’S LIABILITY 10.1 Except for cases of willful misconduct or gross negligence, in accordance with article 1229 of the civil code, tuOtempO is hereby expressly released from any and all liability, including but not limited to reparatory liability, for any and all damages suffered by the Client and/or End Users or by third parties given rise to by a lack on the part of tuOtempO to fulfill any of the obligations attributed to tuOtempO in these General Conditions. 10.2 tuOtempO assumes no obligation nor does it supply any warrantee beyond the ones expressly provided for in these General Conditions. Under no circumstances, except for cases of willful misconduct or gross negligence, shall tuOtempO be held responsible for damages of any nature suffered by the Client, End User and/or by third parties deriving from flaws, irregularities or malfunctions in tuOtempO’s services, Auxiliary Applications and/or server and generally in tuOtempO’s systems.
ART. 11. PRIVACY AND PROTECTION OF PERSONAL INFORMATION 11.1 The Client agrees to collect and process the End Users’ personal information in accordance with his country’s applicable laws and regulations. 11.2 Should the Client, for the purposes of performing services relative to the End User’s online booking or for the sending of messages via SMS, Fax, email or Voice Mail to the End User, proceed or be obliged to proceed to register/profile the End User by collecting his personal information, the Client agrees, where necessary, to inform the End User and to obtain express content to process his personal information in accordance with the applicable laws.
ART. 12. CONFIDENTIALITY 12.1 The client recognizes and accepts the existence of a work log of tuOtempO’s services that contains all information and data relative to the messages sent, which is compiled and kept by tuOtempO for the sole purpose of fulfilling the obligations it has assumed towards its Client. The contents of this Log are absolutely confidential and may be displayed solely and exclusively upon request from the competent Authorities. 12.2 The client recognizes that tuOtempO could avail itself of the technology commonly called “cookies” in order to improve the functionality of its Website. 12.3 The client recognizes that tuOtempO will store the personal and commercial information entered in the purchase order forms in order to fulfill its fiscal and judicial obligations and for the purposes of activating, managing and/or maintaining the services it provides.
ART 13. APPLICABLE LAWS AND EXCLUSIVELY COMPETENT TRIBUNAL 13.1 These General Conditions and the POFs are governed by the laws of the Republic of Italy. 13.2 Any dispute either inherent or that may arise from these General Conditions and/or from one of the POFs or from their execution shall fall under the exclusive jurisdiction of the Tribunal of Bologna. ********* In accordance with articles 1341 and 1342 of the civil code, I hereby declare that I have specifically read, understood and approve the following articles of these General Conditions: art. 4.3. Right to Suspend Service; art. 4.4. Warrantees ; art 4.5. Maintenance; art. 10 Limitation of Liability; art.13 Competent Tribunal. |