§ ARTICLE 1: OBJECT AND DEFINITION
1.1 The purpose of this Agreement (hereinafter referred to as “the Agreement”) is to define the terms and conditions under which is governed a non-exclusive and non-transferable license of TilePlanner by Maticad s.r.l. (hereinafter “the Provider”), who owns TilePlanner and the software DomuS3D®, and the Customer (hereinafter the User). The Agreement shall not constitute the transfer to the User of ownership rights or title in intellectual and/or industrial property related to such software (TilePlanner) and/or documentation, nor any ownership rights or title related to Catalogues, which will be reserved to Maticad S.r.l.
1.2 Software: the online software for interior design called TilePlanner (and any customized versions or upgrades) allows the User to design rooms, tile walls and floors with covering materials, as well as place inside the room furnishing elements coming from the catalogues available within the Software. Among the available configurations of the Software, you may also be able to register and login in order to save projects, access your project gallery, and update your profile.
1.3 Provider: Maticad S.r.l., who owns TilePlanner and DomuS3D®, together with all intellectual and industrial property related to said Software.
1.4 User: means the person or entity that uses TilePlanner in accordance with the terms as defined below.
1.5 Manufacturer: the Company that customizes the TilePlanner license and/or provides the catalogue for the Software. Manufacturers retain all intellectual and industrial property related to the catalogue materials.
1.6 Project: means any room design or rendering created by the Customer using TilePlanner, including any component, such as materials, products, pictures, textures and any other information provided by the Manufacturer.
1.7 Catalogue: means the collection of covering and flooring materials, furnishings, textures, information, and pictures provided and published on TilePlanner by the Manufacturer (except for the price list) of which the Manufacturer is the owner of all intellectual property.
1.8 Selection: means a limited selection of Catalogues, chosen by the Manufacturer.
§ ARTICLE 2: TERMS OF SERVICE
2.1 By registering on TilePlanner and accepting the terms of this Agreement, the User consents to be subjected to the terms and conditions below and acknowledges and agrees to the technical features of TilePlanner, as it is.
2.2 The User, except for the articles 2.16 and 2.17, is solely responsible for all Projects generated by him or herself through the use of TilePlanner and of their eventual publication, distribution, disclosure, reproduction whatsoever, according to the provisions of clause 4.1 of this license.
2.3 The User is required to keep secret and not disclose to anyone his or her own password for which he or she is solely responsible. Username and password will be used to enter the personal area within the Software, and will be decided upon during initial registration. Accessing and using the Software is subject to the rules listed in this agreement. The User has to inform the Provider immediately in case of loss or theft of the username and password.
2.3.1. The User declares and guarantees that all information provided by the User are complete, correct, and up to date.
2.4 The User is solely responsible for the use of his or her online profile by any third party: in said profile, the User’s passwords, projects, and any other information not published by the Provider or legitimately and lawfully received from a third party or that it is necessary to reveal by regulations or by the law.
2.5 At any time and for any reason, the Provider is entitled to remove and/or refuse any project, at their sole discretion, for reasons including but not limited to compliance with the technical specifications or Provider/Manufacturer’s property rights or any other regulations or law of any State or Country where the Software or projects are available, provided or displayed.
2.6 The User cannot:
- copy the Software or its documentation except in accordance with the terms of this agreement
- reverse assemble, decompile, disassemble or otherwise attempt to derive the source code for the Software product without written authorisation from the Provider
- assign, sub-let, sublicense, lease, rent, loan, transfer, disclose, give or otherwise dispose of TilePlanner without the prior consent of the Provider
- modify, adapt, alter, translate or create derivative works residing in or provided by the Software except in accordance with the provisions referred to in this agreement
- assign the rights and obligations under this agreement or any part thereof, without the prior consent of the Provider
- use or register for improper purposes, any product or trademark or commercial name related to the Software, the Provider or the Manufacturer, without their prior consent
- breach, violate, circumvent or remove any TilePlanner security measure or knowingly introduce contents containing malware spyware or any other malicious code
- Create Projects (or use tool for their creation) that can be included in one of the following situations: (a) obscene material or in favor of pedophilia; (b) offensive material; (c) material with purposes contrary to public order; (d) material that violates the rights of third parties; (e) copyrighted material; (f) illegally held material (eg pirated software, unauthorized copies, etc.); (g) information or databases contrary to the regulations of the country of use of the Software; (h) material that incites violence or hatred; (i) material that sells and promotes services or goods that are illegal in the country of use of the Software
2.7 The User acknowledges and agrees that registration in TilePlanner will be free of charge. The User is aware that the advanced features of the Software, as well as some parts of the Catalogues, may not be available for his/her account; this is because the Manufacturer will have control of those accounts and their policies. In any case the Provider is not liable for any malfunction or incompleteness of the Software made available to the User. Should the Manufacturer decide to interrupt the service to the Software or the availability of its catalogue within the Software, the Provider is entitled to interrupt, suspend or limit the access to the Software without any prior notice.
2.8 The User acknowledges and agrees that the number and characteristics of Catalogues (and any updates thereof), and, therefore, any product, material, content, and information present therein may not be subject to question or dispute.
2.9 The User acknowledges and agrees that Catalogues displayed on the Software are provided without any price list; if necessary, any price list should be requested by the User directly to the Manufacturer.
2.10 The User acknowledges and agrees that Catalogues may contain materials and products out of production.
2.11 The User acknowledges and agrees that Maticad S.r.l. shall have the right, at any time and without any prior consent by anyone, to modify the technical specifications of the Software and/or policies related to any Maticad property rights; in no case the User will ever be eligible to claim any refund.
2.12 The User acknowledges and agrees that the Manufacturer is allowed and has broad discretion about the choice and the number of Catalogues to publish; the User acknowledges and agrees that the Manufacturer is also entitled, at its sole discretion and at any time, to modify the content of Catalogues during the validity of this agreement; under no circumstances the User shall claim any refund for the Catalogue content.
2.13 User acknowledges and agrees that Maticad S.r.l. is allowed to host banners on the Software, at its sole discretion and without User prior consent.
2.14 User acknowledges and agrees that each project has a validity for 6 (six) months in the Cloud of the Software. At the expiry time of such validity, the project shall be removed from the Software.
2.15 User acknowledges and agrees that Maticad S.r.l. is not required or bound to provide any technical support on the Software.
2.16 User acknowledges and agrees that manufacturer can access, at any time, User’s projects, statistical information about the usage of the Software, and Catalogues, as well as the User’s personal information and any data required by the Software for the registration and operation.
2.17 User acknowledges and agrees that manufacturer can contact the User at any time in order to provide additional information on the used materials, commercial information and/or messages related to the Software or the available Catalogues.
§ ARTICLE 3: VALIDITY
3.1 This Agreement shall come into force at the acceptance date and will remain in force for 1 year. Upon the first year, subject to clause § 5, the validity of this Agreement is automatically renewed for the same additional period, after which both parties may agree to extend or terminate. At the expiry of validity of this Agreement, unless extended or terminated subject to clause § 5, this agreement will be terminated; when the User intends to extend the license period, he or she shall, within 10 days before the natural expiration date, send a renewal request to the Provider by e-mail, fax or certified email (PEC).
3.2 The User acknowledges and agrees that at the expiry time, unless a renewal of validity has already been processed, or if terminated, all information, projects, and images related to the profile contained and registered on TilePlanner, will be automatically removed.
§ ARTICLE 4: REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY
4.1 The User represents, warrants, and holds harmless Maticad S.r.l. that all of the information provided by the User is true, correct, complete and up-to-date: the User represents and warrants that each project, content, image, information or everything else allocated or generated in or with the Software and their publication, disclosure by any means, shall not be harmful, abusive, obscene, offensive, defamatory or threatening, or in contravention with applicable laws and regulations in any Country in which User’s projects are generated, displayed, placed or otherwise made available through the use of the Software, holding harmless the Provider and the Manufacturer from any claim even received from a third party arisen as a consequence of the use of the Software by the User, not in compliance with this agreement.
4.2 The User represents, warrants, and holds harmless the Provider and the Manufacturer to have all necessary rights to permit and hereby grant the Provider and the Manufacturer all such rights which are necessary to use, host, cache, route, store, copy, modify, distribute, reformat, reproduce, publish, display and transmit User’s projects.
4.3 The Provider and the Manufacturer shall not be liable and the User shall not claim any warranty for any indirect, incidental, punitive, damages of any kind or nature whatsoever, malfunction or losses as a consequence of the services provided in connection with the Software. Despite the substantial investments made by the Provider, the services provided by the Software may, by nature, contain errors and may not operate on all configurations, the Provider cannot therefore guarantee that the Software is free of any error, even if referred to force majeur.
4.4 In no case will the Provider and/or Manufacturer be responsible for direct, indirect, incidental, punitive damages or losses of any kind or nature whatsoever (including, without limitation, loss of revenues, merchantability, fitness for a particular purpose, profits, contracts, business or anticipated savings), as well as any and all expenses and costs (including attorney fees), as a consequence of the default of the Agreement or as a consequence of interruption of service or malfunction, or arising from the use or inability to use the Software or documentation, however caused and on any theory of liability, including under contract, negligence or otherwise.
4.5 Unless the liabilities subject to clauses 2.2, 2.6, 4.1 and 4.2, for which the User holds harmless, represents and warrants with no limitation, each party’s liability to the other arising from any given event or series of connected events shall be limited to the greater of the amount paid or payable by User to Provider, if any.
4.6 Neither party shall be liable in contract, tort (including, without limitation, negligence) for pre-contract or other representations (other than fraudulent misrepresentations).
4.7 The User in any case shall not claim any refund of the amount, in whole or in part, already paid (if any), even in case of withdrawal or termination of the agreement, subject to the following clause 5.
4.8. The provisions of this article are understood to be valid and effective even after the termination of the effects of this Contract, for any cause intervened, including the termination or withdrawal thereof.
§ ARTICLE 5: ESCAPE CLAUSE AND WITHDRAWAL CLAUSE
5.1 It is agreed that each party is entitled to terminate at any time this Agreement, by notice to the other party at least 30 days prior, sent by registered mail, registered email (PEC), or fax to the last known address of the party; at the termination date, provision of service will be interrupted, and all information and projects provided by the User on the Software will be removed. In this case the User shall not claim the refund, in whole or in part, of the amount paid (if any) for the selected version.
5.2 Subject to art. 1456 cod. civ. this Agreement will terminate without prior notice, in case of breach of contract by the User referred to clauses 2.3, 2.4, 2.6, 4.1 and 4.2. Similarly, this Agreement will be deemed not in force in case of one or both parties should be subject to bankrupt or proceedings.
§ ARTICLE 6: GOVERNING LAW AND JURISDICTION
6.1 The validity, interpretation and performance of this Agreement shall be governed by and interpreted in accordance with the laws of Italy (with exclusion of private international law). In case of dispute arising out of or relating to this Agreement, the matter, if not settled amicably by the Provider and the User, shall be submitted to the exclusive jurisdiction of the courts of the Tribunal of Pesaro.
§ ARTICLE 7: MISCELLANEOUS AND AGREEMENT TERMS
7.1 The invalidity, illegality or unenforceability of any provision of this agreement shall not affect or impact the continuation in force of the remainder of this Agreement and both parties shall remain bound by other provisions in compliance with similar effects of the unenforceable ones.
7.2 Any translation of the Italian language, Italian law and court agreement, is provided for convenience only and the User agrees that in the event of a conflict between the translated version and the original one, the Italian version prevails.
8.1. Pursuant to articles 7 and 13 Reg. 679/2016, the signing of this contract constitutes explicit authorization and consent to the holding and processing of the User’s personal data. The data will be processed in compliance with the laws that protect privacy. Data processing is carried out according to the principles of correctness, lawfulness and transparency by adopting adequate technical and organizational criteria and measures to guarantee security and to prevent unauthorized access. The personal data provided by Users may be processed by employees, collaborators or external subjects, previously authorized, who will work in the offices of the Data Controller or Data Controllers.
8.2 The User authorizes the Provider and the Manufacturer to use the data provided by the User — even those in aggregate form and in projects — in order to improve the functionality of the Software, through the TilePlanner platform and in any case for the performance of the services deriving from this Contract.
8.3. The User may at any time exercise his rights pursuant to articles 15 and ss. of EU Regulation 2016/679, such as the right of access to data, rectification and cancellation of the same, or simply update the consents issued, by writing to the Data Controllers: Maticad srl, via del Novecento, 17/7 — 61122 Pesaro (PU), Italy — Share Capital iv € 141.420,00 Tax Code and VAT number 01181350412, REA n. 113757 and the Manufacturer.
8.4. The personal data held by the Data Controllers are collected directly from the interested User when entering his or her personal data in the appropriate fields provided in the registration form provided when accessing the platform.
8.5 The purpose of data processing: the data collected are processed for the following purposes: a) fulfillment of the obligations provided for by the law, by regulation or by the community legislation; b) communications via email marketing and information such as newsletters to notify platform functionality and/or available packages and/or updates and/or maintenance.
8.6. Data processing methods: in relation to the purposes described in the previous point, the processing of personal data takes place by means of IT, technical and telematic tools with logic strictly related to the aforementioned purposes and in any case in order to guarantee the security and confidentiality of the data themselves.
8.7. Categories of data subject to processing: in relation to the purposes described in the previous point 8.5. The Co-owners process personal data different from the data classified as «sensitive».
8.8. The User’s personal data may also be disclosed, if requested, to the competent Control Authorities.