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PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, INCLUDING LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO YOU.
1. Binding Effect.
1.2 By accessing or using the Services, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, INCLUDING THE ARBITRATION WAIVER DESCRIBED IN SECTION 14 AND AGREE TO ABIDE BY THEM, AS THEY MAY BE AMENDED BY US FROM TIME TO TIME IN OUR SOLE DISCRETION. We may, in our sole discretion and without prior notice, revise these Terms at any time. We will notify you any revision to these Terms by posting a notice on our homepage at www.interphone.com (the “Site”) or by other means, and the revision shall be effective immediately on such posting on the Site unless stated otherwise. It is your responsibility to review these Terms periodically to be aware of any revisions. If you do not accept these Terms in their entirety, you must immediately leave the Site and cease all use of the Services. Your continued access or use of our Services will constitute your acceptance of the Terms as changed.
1.3 YOU AGREE THAT BY ACCESSING OR USING THE SERVICES YOU REPRESENT THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.
3. Use of Software.
We may make certain software available to you from the Site or through a third-party digital distribution services, such as Google Play or Apple App Store. If you download our software product, the software, including all files and images contained in or generated by the software, and accompanying data (collectively, “Software”) are deemed to be licensed to you in accordance with the limited license granted below in Section 4.
4. Limited License.
4.1 Subject to your agreement and compliance with these Terms, we grant you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable license to access and use the Services (including the Software) for your personal and non-commercial use only.
4.2 We reserve the right to revoke the limited license granted to you herein in our sole and absolute discretion. In addition, we reserve the right to change all or part of our Services without any liability to you, at any time without any prior notice to you.
4.3 You may not access, use, copy, modify or distribute any of the Services unless expressly authorized by us. You shall keep intact any proprietary notices, including copyright and trademark notices, contained in any portion of the Services. You may not reverse engineer, disassemble, or attempt to extract or otherwise use source code or other data from the Services unless expressly authorized by us.
We do not transfer or grant to you any rights, title, or interests in or related to the Services and associated intellectual property rights except for the limited license granted above. We retain full and complete title to the Services, as well as all intellectual property rights therein. All trademarks, service marks, logos, and trade names are owned by Cellularline or its licensors, and you may not copy or use them in any manner. Any rights not expressly granted herein are reserved by Cellularline.
6. Prohibited Uses.
You are prohibited from violating or attempting to violate any security features of the Services. In addition, you agree not to:
a) attempt to probe, scan, or test the vulnerability of the Services, or any associated system or network, or to breach security or authentication measures without proper authorization;
b) interfere or attempt to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Services, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;”
c) use the Services to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services;
d) forge any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Services;
e) attempt to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the software that we use in providing the Services;
f) make any copy of or otherwise reproduce the Software from the Services except as otherwise permitted by these Terms;
g) rent, lease, loan, sell, sublicense, distribute, transmit, or otherwise transfer the Software to any third party;
h) use data mining, robots, or similar data gathering and extraction tools with respect to any portion of the Services; and
i) use the Services for any unlawful, unauthorized, fraudulent or malicious purpose. Any violation of system or network security may subject you to civil and/or criminal liability.
You agree to indemnify, defend, and hold harmless Cellularline, its affiliates, licensor, vendor and business partners, and their respective officers, directors, employees, consultants, agents, and representatives, from any and all claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising out of in connection with (i) your access or use of the Services, (ii) your violation of these Terms, (iii) your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. We will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.
8.1 We may terminate your access and use of our Services and revoke your limited license granted herein, with or without prior notice to you, at any time for any reason or for no reason, and without liability to you. Without limiting the generality of the foregoing, if we determine in our sole discretion that you have violated these Terms or that there has been otherwise unlawful, improper or fraudulent use of our Services, we may terminate your use of our Services and delete your account without warning. We may also pursue other recourses against you to the full extent of the law.
8.2 Notwithstanding such termination or revocation of any license granted hereunder, all other provisions of these Terms (except the grant of license to you under Section 4) shall survive and continue to apply.
9. No Warranties.
The Services and all contents thereof, whether provided by us, our licensor, vendors or users, and other information on or accessible from the Services are provided “as is” without warranty of any kind, either expressed or implied. To the maximum extent permitted by law, we hereby disclaim all representations and warranties, express, implied or statutory, regarding our Services, including but not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, as well as any warranties alleged to have arisen from custom, usage, or the course of dealing between the parties. In addition, we do not warrant or make any representations regarding the correctness, accuracy, reliability, suitability, quality, timeliness, or availability of the Services, or that the Services or the server that makes the Services available will be uninterrupted or free from errors, bugs, corruption, loss, interference, hacking, virus, or other harmful components. You assume the risk of any and all damage or loss arising from your use of, or inability to use, the Services. Applicable law may not allow the exclusion of implied warranties so some of or the entire exclusion may not apply to you.
10. Limited Liability.
To the maximum extent permitted by law, Cellularline and its employees, directors, officers, affiliates, agents, licensors and business partners, shall not be liable for indirect, consequential, special, incidental, or punitive damages, including without limitation, lost profits, lost data, cost of replacement goods or services, business interruption, personal injury, or property damage related to, in connection with, or otherwise resulting from any use of the Services, regardless of the foreseeability of those damages, and even if Cellularline has been advised of the possibility of such damages. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, statute, strict liability, or any other legal theory or form of action. You may recover only direct damages in any amount no greater than what you actually paid for the applicable Services. As some states do not allow the limitation or exclusion of liability, some or all of the above limitations and exclusions may not apply to you.
11. Trademarks and Attributions.
11.1 The following is a listing of certain trademarks owned by Cellularline: Cellularline, Interphone, UNITE, U-COM 2, U-COM 4 and U-COM 16.
11.2 Other trademarks, service marks and trade names referred to on the Services, including but not limited to those listed below, are the property of their respective trademark owners.
• The Bluetooth® word mark and logos are registered trademarks of Bluetooth SIG, Inc. and any use of such marks by Cellularline is under license.
• iPhone and iPod Touch are registered trademarks of Apple, Inc.
• Android is a registered trademark of Google Inc.
• Zumo is a registered trademark of Garmin Switzerland GMBH.
• TomTom is a registered trademark of Tom Tom International B.V.
12. Copyright Infringement.
We have in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Services. We may suspend and/or terminate any user who is found to have infringed on the rights of Cellularline or of a third party, or otherwise violated any intellectual property laws or regulations. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want us to delete, edit, or disable the material in question, you must provide us with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to our designated agent at:
• Cellularline S.p.A.
1/A Via G. Lambrakis
42122 Reggio Emilia
We have no control over, and assume no liability for any third-party websites or materials that may be linked to or from the Services. Such links are provided for your convenience only, and the inclusion of such links should not be interpreted as an endorsement of those sites or contents thereof. We make no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and we are not responsible for the content of those sites. Similarly, from time to time in connection with your use of the Services, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that we make no guarantees about, and assume no responsibility for, the accuracy, currency, content, or quality of this third-party content, and that, unless expressly provided otherwise, these Terms shall govern your use of any and all third party content.
14. Arbitration and Exclusive Jurisdiction. PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO RESOLVE ALL DISPUTES WITH US THROUGH BINDING INDIVIDUAL ARBITRATION.
14.1 All disputes, claims or controversies arising out of or relating to these Terms, our Services or the relationship between you and us (“Disputes”) shall be determined exclusively by binding arbitration. This includes claims that accrued before you entered into this Agreement. The Disputes do not include any claim regarding the infringement, protection or validity of intellectual property rights or a claim brought in small claims court.
14.2 Any and all disputes arising out of, or in connection with, this agreement shall be submitted exclusively to the Milan Chamber of Arbitration (in Milan, Italy) and settled by 1 (one) arbitrator appointed in accordance with the said Chamber’s arbitration rules in effect at the time of applying for arbitration. The place of the arbitration will be Milan (Italy) and the language shall be English. The arbitral award will be final and binding upon both Parties. Each Party consents to such exclusive jurisdiction and venue and waives any objection thereto.
15. Governing Law.
These Terms shall be governed by Italian law, with all otherwise applicable provisions of international private law herewith expressly excluded.
16. Severability; Waiver.
If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
17. No Assignment.
You may not assign these Terms or any of the rights granted by Cellularline hereunder, in whole or in part, without the prior written consent of Cellularline, and any attempt to do so shall be void. We may assign these Terms without your consent to our affiliate or subsidiary company, any person or entity acquiring our business or assets, or successor of Cellularline. These Terms are binding on and shall inure to the benefit of the parties and their respective successors and permitted assigns.