Terms & Conditions
General License Terms and Conditions
of the TwinOne Software
(a) TwinOne S.r.l. (hereinafter referred to as “TwinOne”) is the Italian company that owns the website at the domain name address www.twinone.eu (hereinafter referred to as the “Site”) through which it promotes and distributes its software (hereinafter referred to as the “TwinOne Software”), which enables instant visualization in 3D format of digital copies of physical products and the generation of high quality professional images like a virtual photographic studio, using technologically innovative tools covered by copyright and industrial property rights.
(b) The use of the TwinOne Software is reserved for companies and professionals who have executed the subscription form made available on the Site by TwinOne (hereinafter the “Subscription Form”) and accepted the fee and payment plan corresponding to the type of subscription chosen by the individual company or professional and highlighted within the executed Subscription Form (hereinafter the “Subscription”).
(c) In order to take full advantage of the TwinOne Software functionalities, the company or professional subscribing to the Subscription must be in possession of a data processing machine having the minimum basic technical characteristics specified in the executed Subscription Form (the “Enabled Computer”). Clicking on the “I Accept” button within the Subscription Form the company’s or professional’s willingness to accept the TwinOne Software License Terms and Conditions as hereinafter set forth shall be deemed confirmed.
(d) The Premises to the General Terms and Conditions of License to Use of the TwinOne Software hereof shall be deemed an integral and substantive part of the General Terms and Conditions of License to Use hereinafter.
General Terms and Conditions of License to Use
- TwinOne’s services: Subscriber, Registered User and Subscription
1.1 Upon the online execution of the Subscription Form highlighting the fee corresponding to the selected Subscription type and the relevant terms of its payment (i.e. with a one-off payment or in installments, according to the selected installment plan), the company or professional executing the Subscription Form (hereinafter a “Subscriber”) shall receive from TwinOne the link enabling the Subscriber – and a certain number of single users referable to the Subscriber’s Subscription, in accordance with the type of Subscription resulting out of the Subscription Form executed by the latter (each such single user hereinafter referred to as a “Registered User”) – to download the TwinOne Software onto their Enabled Computer. In fact, depending on the type of Subscription selected by the Subscriber, each single Subscription will entitle the Subscriber to associate to his or her Subscription one or more Registered Users who will each be able to install the TwinOne Software using their own User Name and Password, IT BEING UNDERSTOOD THAT EACH USER NAME (AND RELATED PASSWORD) MAY BE ASSOCIATED TO ONE SOLE REGISTERED USER. As a result of the use of a User Name (and related Password) to download the copy of the TwinOne Software, the respective Registered User – together with the relevant Subscriber – expressly accepts these General Terms and Conditions of License to Use.
1.2 By executing the Subscription Form, the single Subscriber shall be able to select the type of Subscription that best suits him or her, on his/her own determining: (a) the number of Registered Users he or she wishes to allow to download the TwinOne Software; (b) the time duration of the Subscription; and (c) the time schedule with which he or she intends – if applicable – to pay the installments of the Subscription fee. By executing the Subscription Form, the Subscriber EXPRESSLY ACKNOWLEDGES AND ACCEPTS THAT THE SUBSCRIPTION SHALL AUTOMATICALLY RENEW upon the expiration of the time term selected by the Subscriber, UNLESS THE SUBSCRIBER NOTIFIES TWINONE OF HIS/HER INTENTION TO WITHDRAW FROM THE SUBSCRIPTION PRIOR TO ITS EXPIRATION. In any event, THE SUBSCRIPTION FEE SHALL ALWAYS BE DUE UNTIL THE EXPIRATION OF THE SUBSCRIPTION DURATION TERM AS SELECTED BY THE SUBSCRIBER WITHIN THE EXECUTED SUBSCRIPTION FORM, AND NO – EVEN PARTIAL – REFUND SHALL BE DUE BY TWINONE IN THE EVENT OF THE SUBSCRIBER’S WITHDRAWAL.
1.3 TwinOne grants the Subscriber (and, consequently, any Registered User related to him/her) the use of the TwinOne Software under a non-exclusive, non-transferable nor assignable to third parties license and FOR A LIMITED TERM, IN ANY CASE SUBJECT TO THE CORRECT AND UNINTERRUPTED PAYMENT BY THE SUBSCRIBER OF THE SUBSCRIPTION FEES, IN ACCORDANCE WITH THE RELEVANT PAYMENT INSTALLMENT PLAN. FAILURE OR DELAY IN PAYMENT OF EVEN A SINGLE INSTALLMENT OF THE SUBSCRIPTION FEE BY SUBSCRIBER SHALL ENTITLE TWINONE TO TERMINATE, IMMEDIATELY AND WITHOUT NOTICE, THE SUBSCRIBER’S (AND ANY AND ALL RELATED REGISTERED USERS’) USE OF THE TWINONE SOFTWARE AND ANY ADDITIONAL SERVICES PROVIDED BY TWINONE THROUGH THE TWINONE SOFTWARE ITSELF AND/OR THE SITE.
1.4 TwinOne reserves the right, over time, to make available additional services of various kinds (not falling within the Subscription) to its users, which may be provided either free of charge or for a fee. In the latter case, if the provision of such additional services is provided by TwinOne for a fee and the Subscriber has requested the provision thereof, TwinOne shall have the right to provide the Subscriber (and any related Registered User) with such additional services, only once the Subscriber has paid the amount due in this regard, in addition to the Subscription fee already subscribed to by the Subscriber.
1.5 As a result of the foregoing, as soon as the TwinOne Software is downloaded onto his/her Enabled Computer, the Subscriber (and, consequently, any Registered User related to him/her) shall be entitled to use it for as long as it corresponds to Subscriber’s actual and uninterrupted payment of the Subscription fee.
1.6 TwinOne reserves the right, at its sole discretion and at any time, to change, modify, expand or delete – as a whole or in part – these Terms and Conditions of License to Use by posting, on the one hand, the modified version of these Terms and Conditions of License to Use on the web page https://www.TwinOne.it/page/index/terms (collectively, the “Amendments”). A warning message, sent on thirty (30) days’ notice to the email box indicated by the Subscriber upon the execution of the Subscription Form, shall notify Subscriber that, unless otherwise notified by the Subscriber, these General Terms and Conditions of License to Use, as resulting from the Amendments, shall automatically become effective upon the expiration of said thirty (30) days. The Subscriber SHALL HAVE THE OPTION TO WITHDRAW FROM THE SUBSCRIPTION AND THESE GENERAL TERMS WITHIN THIRTY DAYS OF SUCH PUBLICATION, IT BEING EXPRESSLY UNDERSTOOD THAT ANY FURTHER USE OF THE TWIONE SOFTWARE BY THE SUBSCRIBER (OR ANY REGISTERED USER RELATED TO HIM/HER), AFTER THE EXPIRY OF THE AFOREMENTIONED 30-DAY PERIOD, SHALL BE DEEMED TO BE FORMAL ACCEPTANCE BY THE SUBSCRIBER OF THESE GENERAL TERMS AND CONDITIONS OF LICENSE FOR USE , AS RESULTING FROM THE AMENDMENTS,. It is further understood that, IF THE SUBSCRIBER INTENDS TO WITHDRAW FROM THE SUBSCRIPTION, IT SHALL GIVE TWINONE NOTICE THEREOF BY PEC BY SUCH 30-DAY TERM EXPIRATION, IT BEING AGREED THAT WHATEVER THE SUBSCRIBER HAS PAID IN TERMS OF SUBSCRIPTION FEE UP TO THAT TIME SHALL BE ONCE AND FOR ALL ACQUIRED BY TWINONE, AND THE SOLE AND ONLY OBLIGATION ON TWINONE, IF ANY, SHALL BE TO RETURN TO THE SUBSCRIBER ON A PRO RATA TEMPORIS BASIS ANY EXCEDING SUBSCRIPTION FEE PAID IN ADVANCE BY SUBSCRIBER.
1.7 Subscriber’s (as well as any related Registered User’s) use of the TwinOne Software is, in each case, conditioned upon Subscriber’s (as well as any related Registered User’s) compliance with any additional rules, guidelines or usage instructions published by TwinOne within the TwinOne Software itself and relating to particular functionality (the “Additional Instructions”). ALL ADDITIONAL INSTRUCTIONS ARE HEREBY UNDERSTOOD TO BE EXPRESSLY REFERRED TO AND INCORPORATED WITHIN THESE GENERAL TERMS AND CONDITIONS OF LICENSE TO USE.
1.8 In the event of any discrepancy between these General Terms and Conditions of License to Use and any other document referred to and incorporated herein by reference, THESE GENERAL TERMS AND CONDITIONS OF LICENSE TO USE SHALL BE DEEMED GOVERNING.
- Registration, User Name and Password
2.1 In order to be able to download the TwinOne Software and have access to its use, Subscriber must have subscribed and paid the relevant fee. Once the TwinOne Software has been downloaded onto the Enabled Computer, access to the TwinOne Software may be gained by the single Registered User using his or her User Name and Password. All Registered Users’ User Names and/or Passwords referable to the Subscriber’s Subscription are strictly personal with respect to each single Registered User, but upon the execution of the Subscription Form the Subscriber – shall however get and bear full and direct liability vis-à-vis TwinOne with respect to their respective use by whosoever. Namely, THE SUBSCRIBER SHALL ANYWAY AND ALWAYS BE HELD LIABLE VIS-A’-VIS TwinOne AND/OR ANY THIRD PARTY FOR ANY AND ALL ACTIONS, TRANSACTIONS AND/OR FACTS ARISING OUT OF AND/OR PERFORMED THROUGH THE USE OF A USER NAME AND/OR PASSWORD BELONGING TO THE SUBSCRIBER AND/OR REGISTERED USERS REFERABLE TO THE SUBSCRIBER. THE SUBSCRIBER (AS WELL AS ANY RELATED REGISTERED USER) IS THEREFORE UNDER THE DUTY TO PRESERVE THE CONFIDENTIALITY AND SECRECY OF ANY USER NAME AND/OR PASSWORD REFERABLE TO THE SAME SUBSCRIBER AND IS OBLIGED TO PROMPTLY INFORM TWINONE OF ANY UNAUTHORIZED USE OR LOSS THEREOF.
2.2 Without prejudice to the provisions of these Terms and Conditions of License to Use, TwinOne SHALL NOT BE DEEMED HOWSOEVER LIABLE, EITHER DIRECTLY OR INDIRECTLY, IN ANY FORM OR ON THE BASIS OF ANY THEORY OF LIABILITY WHATSOEVER, FOR LOSSES OR DAMAGES OF ANY KIND RESULTING FROM, OR RELATED TO, THE FAILURE OF THE SUBSCRIBER (AS WELL AS ANY RELATED REGISTERED USERS) TO COMPLY WITH THE PROVISIONS OF THIS ARTICLE 2.
2.3 TwinOne, AT ITS OWN DISCRETION AND WITHOUT NOTICE, SHALL BE FREE TO INHIBIT AND/OR HAMPER THE SUBSCRIBER’S ACCESS – AS WELL AS OF ANY REGISTERED USERS RELATED TO IT – TO THE USE OF THE TWINONE SOFTWARE AND/OR TO STOP THE OPERATION OF ONE OR MORE USER NAMES AND/OR PASSWORDS BELONGING OR, HOWEVER, RELATED TO THE SUBSCRIBER, WHENEVER TWINONE HAS REASONABLE REASON TO BELIEVE THAT A SUBSTANTIAL BREACH OF THESE GENERAL TERMS AND CONDITIONS OF LICENSE TO USE AND NAMELY OF THIS ARTICLE 2 HAS BEEN MADE BY THE SIBSCRIBER – AS WELL AS BY ANY REGISTERED USERS RELATED TO HIM/HER -, OR IN THE EVENT THAT THE SUBSCRIBER – OR ANY OF ITS RELATED REGISTERED USERS – MAKES ILLEGAL OR WRONG USE OF A USER NAME AND/OR PASSWORD BELONGING TO IT OR – MORE IN GENERAL – OF THE SERVICES provided by TwinOne. TwinOne shall notify the Subscriber of the inhibition of access to or discontinuance of the operation of User Names and/or Passwords belonging to him/her or, otherwise, referable to him/her, by sending a communicationnotice to the contact email specified by the Subscriber upon the execution of the Subscription Form.
- TwinOne software, Imported Data and their processing and use
3.1 By downloading the TwinOne Software onto an Enabled Computer, the Registered User shall be able to use the related functionalities, IT BEING EXPRESSLY UNDERSTOOD THAT – for the best and correct use of the TwinOne Software – IT IS THE REGISTERED USER’S EXCLUSIVE RESPONSIBILITY TO VERIFY, ON THE ONE HAND, THAT HE/SHE HAS DOWNLOADED THE MOST UP-TO-DATE VERSION OF THE TWINONE SOFTWARE ONTO HIS/HER ENABLED COMPUTER AND, ON THE OTHER HAND, MAKE SURE TO CARRY OUT ON HIS/HER OWN THE IMPORT, WITHIN THE TWINONE SOFTWARE, OF SHAPES, CREATIONS, DRAWINGS AND/OR GRAPHICS OWNED BY THE REGISTERED USER THAT THE REGISTERED USER INTENDS TO ELABORATE THROUGH THE FEATURES INSIDE THE TwinOne Software (collectively, the “Imported Data”), it being further understood that the Registered User shall at all times remain the owner of all intellectual property rights relating to its own Imported Data uploaded on the TwinOne Software, since any processing of Imported Data – all taking place within the Registered User’s Enabled Computer – shall remain in the Registered User’s full possession, with no backup copies of such Imported Data nor their relevant processing carried out through the TwinOne Software being made by TwinOne.
3.2 TwinOne shall not make any checks on the Imported Data from time to time uploaded or imported by the Registered User within the TwinOne Software NOR SHALL IT MAKE ANY CHECK ON THE CORRECTNESS OF THE SAME NOR SHALL IT MAKE ANY PREVIOUS CHECK ON THE ACCURACY OR RESOLUTION NEATNESS OR DIGITAL OUTPUT OF THE RELEVANT IMAGE ELABORATION OF THE IMPORTED DATA, TwinOne having no direct control over any such actions. Consequently, with the use of a User Name (and related Password) referable to a Subscriber, SUCH SUBSCRIBER – AS WELL AS THE RELATED REGISTERED USER – EXPRESSLY ACKNOWLEDGES AND AGREES THAT HE OR SHE IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ALL IMPORTED DATA UPLOADED ON THE TWINONE SOFTWARE AND THEIR RESPECTIVE QUALITY (ALSO AS TO THEIR PUBLISHING AND/OR VISUAL RENDERING), AND ACKNOWLEDGES AND AGREES THAT THE TWINONE SOFTWARE IS ONLY PROVIDING THE TECHNICAL TOOLS FOR THE DIGITAL VISUAL PROCESSING AND THE RESULTING OVERALL DIGITAL PRESENTATION OF THE UPLOADED IMPORTED DATA BEING SO PROCESSED . AS A RESULT, BY ACCEPTING THESE GENERAL TERMS AND CONDITIONS OF LICENSE TO USE, THE SUBSCRIBER – AS WELL AS ANY RELATED REGISTERED USER – DECLARES, ACKNOWLEDGES AND WARRANTS THAT THE IMPORTED DATA – AS UPLOADED FROM TIME TO TIME ON THE TWINONE SOFTWARE – SHALL NOT CONTAIN VIRUSES OF ANY KIND, NOR ADWARE, SPYWARE, WORMS NOR OTHER HARMFUL CODES NOR CODES WHICH MAY IN ANY WAY HAMPER OR INHIBIT THE PROPER FUNCTIONING OF THE TWINONE SOFTWARE.
3.3 By executing the Subscription Form and thereby accepting these General Terms and Conditions of License to Use, THE SUBSCRIBER – AS WELL AS ANY REGISTERED USER RELATED TO HHIM/HER – DECLARES AND GUARANTEES TO TWINONE THAT THE REGISTERED USER SHALL NOT MAKE OR ALLOW THIRD PARTIES TO MAKE:
3.3.(i) UNAUTHORIZED COPIES OF THE TWINONE SOFTWARE OR ITS SINGLE PARTS;
3.3. (ii) REVERSE ENGINEERING, DECOMPILATION, DISASSEMBLING OR IN ANY WAY ATTEMPTING TO DISCOVER THE SOFTWARE’S SOURCE CODE BASED ON THE SINGLE FUNCTIONS PRESENT WITHIN THE TWINONE SOFTWARE, EXCEPT AND EXCLUSIVELY TO THE EXTENT WHERE SUCH ACTIVITIES ARE EXPRESSLY PERMITTED BY APPLICABLE LAWS NOTWITHSTANDING THIS PROHIBITION;
3.3.(iii) THE MODIFICATION, ADAPTATION, TRANSLATION, OR CREATION OF DERIVATIVE WORKS HAVING AS A BASIS THE USE OF THE TWINONE SOFTWARE OR ANY OF ITS FUNCTIONS OR WORKS DERIVED FROM IT, EXCEPT AND EXCLUSIVELY TO THE EXTENT THAT SUCH ACTIVITIES ARE EXPRESSLY PERMITTED BY APPLICABLE LAWS NOTWITHSTANDING THIS PROHIBITION;
3.3.(iv) INTENTIONALLY INTERFERING WITH OR DAMAGING THE OPERATION OF THE TWINONE SOFTWARE AND/OR POSSIBLE SERVICES – IF ANY – OFFERED THROUGH IT, BY ANY MEANS, INCLUDING BY UPLOADING OR OTHERWISE DISSEMINATING VIRUSES, ADWARE, SPYWARE, WORMS OR OTHER NOCIVE CODES;
3.3. (v) INTERFERING OR ATTEMPTING TO INTERFERE WITH THE CORRECT OPERATION OF THE SITE, TWINONE SOFTWARE AND/OR ANY FURTHER SERVICES PROVIDED BY TWINONE OR ANY ACTIVITY CARRIED THROUGH THEM, SUCH AS – WITHOUT LIMITATION – TAKING ACTIONS TO CIRCUMVENT FUNCTIONALITIES DESIGNED TO EXCLUDE ROBOTS OR OTHER MEASURES THAT TWINONE MAY USE TO PREVENT UNAUTHORIZED COPYING OR USE OF THE TWINONE SOFTWARE.
- Termination of the License to Use by TwinOne.
4.1 TwinOne’s right to suspend or terminate the License to Use. By accepting these Terms and Conditions of License to Use, the Subscriber – as well as any Registered User related to him or her – expressly accepts and agrees that, IN THE PRESENCE OF PRECISE AND DEMONSTRATED BREACHES OF THE PROVISIONS OF CLAUSE 3.3 ABOVE, TWINONE, IN ITS SOLE DISCRETION AND WITHOUT BEING LIABLE TO PAY ANY PENALTY OR TO PAY COMPENSATION FOR ANY DAMAGES WHATSOEVER, SHALL TERMINATE THE OPERATION OF OR PROHIBIT THE USE BY THE SUBSCRIBER – AS WELL AS ANY RELATED REGISTERED USER – AND/OR ANY OF HIS/HER ASSIGNEES OF THE SITE, THE TWINONE SOFTWARE AND/OR ONE OR MORE OF THE ADDITIONAL SERVICES THAT MAY BE PROVIDED FROM TIME TO TIME BY TWINONE, AT ANY TIME, IMMEDIATELY AND WITHOUT ANY OBLIGATION TO GIVE PRIOR NOTICE.
4.2 Regardless of the provisions of clause 4.1 above, WHERE TWINONE HAS REASON TO BELIEVE THAT THE SUBSCRIBER – AS WELL AS ANY REGISTERED USER RELATED TO HIM/HER – IS CARRING OUT ACTIVITIES IN VIOLATION OF THE PROVISIONS OF THE PREVIOUS CLAUSE 3.3, TWINONE SHALL – AT ANY TIME, IN ITS SOLE DISCRETION AND WITHOUT PRIOR NOTICE OF ANY KIND – SUSPEND THE USE OF THE TWINONE SOFTWARE AS WELL AS ACCESS TO THE ADDITIONAL SERVICES OF TWINONE, OR ANY PART THEREOF, BY THE RELEVANT SUBSCRIBER – AS WELL AS ANY RELATED REGISTERED USERS -, FOR AS LONG AS IT IS NECESSARY FOR TWINONE TO BE ABLE TO CARRY OUT ALL VERIFICATIONS REGARDING THE SUBSCRIBER’S (OR ANY RELATED REGISTERED USERS’) ACTIONS ON THE SITE AND ON THE TWINONE SOFTWARE AND/OR EACH OF THE ADDITIONAL SERVICES, IF ANY, PROVIDED BY TWINONE.
4.3 THE SUBSCRIBER – AS WELL AS ANY REGISTERED USER RELATED TO HIM/HER- ACCEPTS AND AGREES THAT IN CONNECTION WITH ANY TERMINATION OR INTERRUPTION OF THE SUBSCRIBER’S (OR ANY REGISTERED USERS RELATED TO HIM/HER) ACCESS TO THE TWINONE SOFTWARE AND/OR ANY SINGLE ADDITIONAL SERVICES PROVIDED BY TWINONE, PURSUANT TO CLAUSES 4.1 AND 4.2 ABOVE, TWINONE SHALL NOT BE HOWSOEVER LIABLE VIS-A’-VIS THE SUBSCRIBER- NOR ANY REGISTERED USER RELATED TO HIM/HER- NOR ANY THIRD PARTY, AS A RESULT OF ANY SUCH TERMINATION AND/OR SUSPENSION AND/OR INTERRUPTION.
4.4 Survival of Clauses. Upon termination of these General Terms and Conditions of License to Use, those clauses which, by express provision or by their nature, are intended to remain in force, shall be deemed to survive with respect to the termination or expiration of the agreement, including, but not limited to, the following clauses: 3.2 and 3.3 (Registered User’s warranties with respect to the Imported Data uploaded on the TwinOne Software), 6.1 (Subscriber’s indemnification obligations), as well as Articles 5, 6 and 11.
- Limitation of liability
5.1 By accepting these Terms and Conditions of License to Use, the Subscriber (as well as any related Registered User) REPRESENTS, ACKNOWLEDGES AND AGREES THAT TWINONE PROVIDES THE TWINONE SOFTWARE – AND ANY ADDITIONAL TWINONE SERVICES – AS A TECHNOLOGICALLY SOPHISTICATED INSTRUMENT THE USE OF WHICH REQUIRES, HOWEVER, THAT THE SINGLE REGISTERED USER BE EQUIPPED WITH HIS OR HER OWN OPERATIONAL AND TECHNOLOGICAL CAPABILITIES, ENABLING HIM OR HER TO MANAGE TO THE BEST OF HIS OR HER ABILITY THE SINGLE FUNCTIONALITIES EMBEDDED IN THE TWINONE SOFTWARE. Accordingly, TWINONE DOES NOT ASSUME ANY RESPONSIBILITY WHATSOEVER VIS-A’-VIS THE SUBSCRIBER (OR ANY REGISTERED USER RELATED TO HIM/HER) WITH RESPECT TO THE EXACTNESS AND/OR CLEARNESS OF THE DIGITAL IMAGES RESULTING FROM THE PROCESSING MADE BY THE SUBSCRIBER – AS WELL AS BY ANY REGISTERED USER RELATED TO HIM/HER- USING THE TWINONE SOFTWARE, as such results depend directly on the technological and operational capabilities of the single Registered User.
5.2 THE TWINONE SOFTWARE AND ANY ADDITIONAL SERVICES THAT MAY BE PROVIDED BY TWINONE FROM TIME TO TIME ARE PROVIDED “AS IS” AND WITHOUT ANY FURTHER WARRANTIES OF ANY KIND OR NATURE WHATSOEVER AND, BY HIS/HER OWN EXECUTION OF THE SUBSCRIPTION FORM, THE SUBSCRIBER – AS WELL AS ANY RELATED REGISTERED USER – EXPRESSLY ACKNOWLEDGES THAT THE TWINONE SOFTWARE HAS BEEN SUBJECT TO PRIOR TESTING BY THE SUBSCRIBER AND THE SUBSCRIBER HAS DEEMED IT TO MEET HIS/HER EXPECTATIONS AND TO BE FIT FOR HIS/HER NEEDS.
5.3 WITHOUT LIMITING THE FOREGOING IN ANY WAY, WITH RESPECT TO THE TWINONE SOFTWARE AND/OR THE CONTENT AND/OR MATERIALS AND/OR FUNCTIONALITIES CONTAINED AND/OR INCLUDED THEREIN, TWINONE AND ITS DIRECTORS, OFFICERS AND/OR EMPLOYEES DO NOT MAKE – AND OTHERWISE LIMIT TO THE FULLEST EXTENT PERMITTED BY LAW – ANY FORM OF WARRANTY, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY:
5.3.(i) WARRANTY OF MERCHANTABILITY OR FITNESS FOR A CERTAIN PURPOSE;
5.3.(ii) WARRANTY OF NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETORY RIGHTS OF THIRD PARTIES;
5.3.(iii) WARRANTY OF ACCURACY OR CORRECTNESS OF DATA ELABORATED BY THE REGISTERED USER THROUGH THE USE OF TWINONE SOFTWARE; AND
5.3.(iv) OTHER WARRANTIES RELATING TO THE OPERATIONALITY, NON-OPERATIVITY OR OTHER ACTIVITIES OR OMISSIONS OF TWINONE, ITS DIRECTORS, OFFICERS AND/OR EMPLOYEES.
5.4 MOREOVER AND WITHOUT LIMITING THE FOREGOING, TWINONE MAKES NO WARRANTIES WHATSOEVER THAT THE RESULTS OF ANY REGISTERED USERS’ USE OF THE TWINONE SOFTWARE SHALL MEET SUCH REGISTERED USERS’ NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY THIRD PARTY. THE SERVICES PROVIDED BY TWINONE MAY BE HAMPERED BY A NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, THE USE OF THIRD PARTY DATA OVER WHICH TWINONE IS UNABLE TO MAKE CONTROLS OR VERIFY THEIR RELEVANT EXACTNESS AND/OR ACCURACY.
5.5 THE CIRCUMSTANCE THAT TWINONE MAY HAVE PROVIDED THE SUBSCRIBER – AS WELL AS ANY REGISTERED USER RELATED TO HIM/HER – WITH ADVICES, COMMENTS OR INFORMATION, WHETHER IN ORAL OR WRITTEN FORM, SHALL IN NO EVENT BE CONSTRUED AS IMPLYING THAT TWINONE HAS ASSUMED ANY WARRANTY OBLIGATIONS OF ANY NATURE WHATSOEVER VIS-A’-VIS THE SUBSCRIBER – AS WELL AS ANY REGISTERED USER RELATED TO HIM/HER. THE SUBSCRIBER – AS WELL AS ANY REGISTERED USER RELATED TO HIM/HER – ACKNOWLEDGES AND AGREES THAT THE USE OF, ACCESS TO, DOWNLOADING OR OBTAINING IN ANY WAY INFORMATION OR DATA AND/OR MATERIALS THROUGH THE SITE AND/OR THE TWINONE SOFTWARE AND/OR ANY ADDITIONAL SERVICES THAT MAY BE PROVIDED BY TWINONE OCCURS AND TAKES PLACE AT THE SOLE DISCRETION AND RISK OF THE REGISTERED USER; THEREFORE, THE REGISTERED USER SHALL ALWAYS BE HELD SOLELY AND EXCLUSIVELY LIABLE FOR ANY DAMAGES OR LOSSES SUFFERED BY THE SUBSCRIBER – AS WELL AS BY ANY RELATED REGISTERED USERS – (INCLUDING DAMAGES OR LOSSES SUFFERED BY ITS COMPUTER SYSTEMS) AS A RESULT OF THE DOWNLOAD OR USE OF SUCH MATERIALS OR DATA.
5.6 With specific reference to the services provided by TwinOne free of charge (including the possible occurrence that TwinOne – at its sole own discretion – grants the Subscriber a Subscription on a gratuitous basis), TWINONE SHALL NOT BE HELD LIABLE VIS-A’-VIS THE SUBSCRIBER, AS WELL AS HIS/HER EMPLOYEES, AGENTS AND/OR ANY ASSIGNORS AND/OR ASSIGNEES OF HIM/HER OF ANY KIND OR NATURE FOR ANY CLAIMS, DAMAGES, LOSSES OR LIABILITIES WHATSOEVER IN WHICH ANY SUCH PEOPLE MAY INCURR AS A DIRECT OR INDIRECT RISULT OF THEIR USE OF THE TWINONE SOFTWARE AND/OR THE ANY POSSIBLE ADDITIONAL SERVICES PROVIDED BY TWINONE.
5.7 HOWEVER, WITH REFERENCE TO THE PROVISION OF THE TWINONE SOFTWARE AND/OR ANY POSSIBLE ADDITIONAL SERVICES PROVIDED BY TWINONE FOR A CHARGED FEE TWINONE’S OVERALL LIABILITY VIS-A’-VIS THE SUBSCRIBER, HIS/HER MANAGERS, EMPLOYEES, OR THIRD PARTY ASSIGNEES FOR ANY CLAIMS, DAMAGES, LOSSES AND/OR ACTIONS RESULTING OUT OF – OR CONNECTED TO – THESE GENERAL TERMS AND CONDITIONS OF LICENSE TO USE OR THE USE OF TWINONE’S SERVICES BY THE SUBSCRIBER (OR ANY REGISTERED USERS RELATED TO HIM/HER), SHALL NOT IN ANY CASE EXCEED THE OVERALL AMOUNT OF THE PAYMENTS ACTUALLY AND REALLY MADE BY THE SUBSCRIBER DURING THE COURSE OF THE LAST 12 (TWELVE) MONTHS PRIOR TO THE DATE ON WHICH THE RELEVANT OBJECTION HAS BEEN RAISED.
6.1 THE SUBSCRIBER – AS WELL AS ANY RELATED REGISTERED USERS – AGREES TO DEFEND, INDEMNIFY AND HOLD TWINONE, ITS DIRECTORS, OFFICERS, EMPLOYEES AND/OR ASSIGNEES IN GENERAL HARMLESS, FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES OR LIABILITIES (INCLUDING ATTORNEYS’ AND/OR CONSULTANTS’ FEES AND EXPENSES) WHATSOEVER, ARISING OUT OF:
6.1.(i) CLAIMS RELATED TO OR ARISING OUT OF THE BREACH BY THE SUBSCRIBER – AS WELL AS BY ANY REGISTERED USER RELATED TO HIM/HER – OF THESE GENERAL TERMS OF LICENSE TO USE; OR
6.1.(ii) THE INCORRECT OR WRONG USE OF – OR ACCESS TO – TWINONE’S SERVICES BY THE SUBSCRIBER OR ANY REGISTERED USER RELATED TO HIM/HER.
6.2 TwinOne reserves the RIGHT TO ASSUME DIRECTLY AND AT THE SUBSCRIBER’S EXPENSE THE EXCLUSIVE CONTROL AND DEFENSE OF ANY MATTERS AND/OR DISPUTES FOR WHICH THE SUBSCRIBER – AS WELL AS ANY REGISTERED USER RELATED TO HIM/HER – BEARS A SPECIFIC OBLIGATION VIS-A’-VIS TWINONE UNDER CLAUSE 6.1 ABOVE TO RELIEVE AND HOLD TWINONE HARMLESS, AND THE SUBSCRIBER AGREES TO COOPERATE ACTIVELY WITH TWINONE IN INSTRUCTING THE DEFENSE OF SUCH MATTERS AND/OR DISPUTES.
THE SUBSCRIBER SHALL NOT HAVE ANY RIGHT TO ASSIGN OR TRANSFER TO ANY THIRD PARTY, AS A WHOLE OR IN PART, THE AGREEMENT RESULTING OUT OF THESE GENERAL TERMS AND CONDITIONS OF LICENSE TO USE – OR ANY OF THE RIGHTS AND/OR OBLIGATIONS BORNE BY ACCEPTING THESE GENERAL TERMS AND CONDITIONS OF LICENSE TO USE -, WITHOUT THE PRIOR WRITTEN CONSENT OF TWINONE. TWINONE, ON THE CONTRARY, SHALL BE FREE TO ASSIGN AS A WHOLE OR IN PART SUCH AN AGREEMENT OR THE RIGHTS AND/OR OBLIGATIONS AND/OR LICENSES ARISING THEREFROM TO ANY THIRD PARTY WITHOUT ANY LIMITATION.
- Waivers and Severability of Clauses
Failure to require compliance with any of the provisions of these General Terms and Conditions of License to Use shall not be construed to limit or exclude the right of TwinOne or the Subscriber to require such compliance at any time, even if at a later date; similarly, a waiver of the right to raise a claim for a default or breach of these General Terms and Conditions of License to Use or any Additional Instruction or the Subscription shall not constitute a waiver by TwinOne or the Subscriber of their rights to raise a claim for any subsequent defaultss or breaches or a waiver of the enforceability of that same provision that has been breached. If any part of these General Terms and Condition of License to Use and/or Additional Instructions and/or the Subscription is held to be unlawful and unenforceable, such part shall be modified to reflect the actual intent of the parties and only to the extent necessary to make it enforceable, while the remaining provisions of these General Terms and Conditions of License to Use and/or Additional Instructions and/or the Subscription shall remain in full force and effect.
TwinOne shall give notices to the Subscriber (as well as to any related Registered User), including notices regarding changes to these General Terms and Conditions of License to Use or any Additional Instruction, by email, postal service, or by notices posted on the Site. NOTICES SENT BY EMAIL AND/OR POSTED ON THE SITE SHALL BE DEEMED TO HAVE BEEN DULY RECEIVED, 30 DAYS AFTER THE DATE OF THEIR SENDING OR THEIR POSTING ON THE SITE.
The headings in these General Terms and Conditions of License to Use are used for convenience only, do not constitute part of these General Terms and Conditions of License to Use and shall in no way be construed to limit or in any way affect any of the provisions herein.
- Applicable Law and Jurisdiction
These General Terms and Conditions of License to Use have been drafted and shall be construed in accordance with the laws of the Republic of Italy. The Courts of Milan shall have exclusive jurisdiction on any disputes arising out of, or relating to, the validity, interpretation, application, performance and/or termination of these General Terms and Conditions of License to Use or access to, or use of, the services provided by TwinOne by the Subscriber as well as any related Registered Users.
Pursuant to and in accordance with Articles 1341 and 1342 of the Italian Civil Code, I expressly acknowledge that I fully understand and accept and agree to each of the following clauses and articles of the above TwinOne General Terms and Conditions of License to Use:
(i) clause 1.2: automatic renewal of the Subscription and Subscription fee always due for the entire term of the Subscription;
(ii) clause 1.3: TwinOne’s right to discontinue TwinOne Software fruition in case of non-payment and late payment of the Subscription fee;
(iii) clause 1.6: Further use of TwinOne’s services as acceptance of the Changes and Subscriber’s obligation to give notice of termination;
(iv) Article 2: Registration, User Name and Password and TwinOne’s right to prevent or terminate the operation of User Name and/or Password belonging to Subscriber;
(v) Article 3: TwinOne Software, Imported Data and its processing and handling;
(vi) Article 4: Termination of the User License by TwinOne;
(vii) Article 5: Limitation of Liability;
(viii) Article 6: Indemnification;
(ix) Article 7: Assignment of the contract or rights under it;
(x) article 11: Applicable Italian law and exclusive jurisdiction of the Courts of Milan.