PLEASE CAREFULLY READ THESE TERMS OF USE BEFORE USING WETIPP

WETIPP

Terms of Use | September 9^th, 2018

1. Welcome to WeTipp

1.1 These terms of use govern your use of wetipp.com (“WT”), a website made available by WeTipp S.r.l. a company incorporated in Italy whose registered office is at Via Merano 16, 20126 Milan, Italy (“Company”, “We” or “Us”). These terms of use along with the Privacy Policy constitute a legal agreement (the “Agreement”) between you (“You” or the “User”) and Us. By using WT, You accept this Agreement in full, and any future amendments and additions as we may publish from time to time. If You disagree with this Agreement or any part of this Agreement, You must not use WT. 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, its members, its administrative users, and its affiliates to this Agreement. In that case, the terms “You” or the “User” shall also refer to such entity, its members, its administrative users, and its affiliates, as applicable. If You do not have such authority, You must not use WT.

1.2 Your acceptance of this Agreement includes allowing Us to use third-party service providers (such as, among the others listed here, Google Analytics, Pubnub, HotJar, Crazy egg, Google Maps, IBM Softlayer, Amazon Webservices, Sendgrid, Facebook, Twitter, Linkedin, Google calendar, Auth0, Twillio, Xero) to provide WT to You and the rights granted to Us are extended to these third parties to the degree necessary in order for WT to be provided.

1.3 You must be at least 18 years of age to use WT. By using WT – and by agreeing to these terms and conditions – You warrant and represent that You are at least 18 years of age.

1.4 We always try our best at what we do and promise that we will exercise reasonable care and skill in performing our obligations under this Agreement.

1.5 This Agreement may be saved and printed through the options of your web browser.

2. What is WT and how it works

2.1 WT is a platform where communities discover, manage and facilitate collaboration across their members through a range of applications such a social networking, membership management, resources booking and exchange and more. WeTipp features are explained in detail in Wetipp Documentation of features and services.

2.2 When you register to use WT, You will provide Us some personal information in accordance with the Privacy Policy. You must not furnish false data including false names, addresses and contact details and fraudulent use of credit/debit card numbers (if and where required). You must ensure that such information that You provide remain valid.

3. Some other basics you should know

3.1 WT is for your non-commercial, personal use only and not for business purposes, except as separately permitted by Us. You may access WT only through standard web and mobile browsers and similar consumer applications, but not with any robot, spider, offline reader, site search/retrieval application or other manual or automatic device, tool, or process to retrieve, index, or data mine WT, via scraping, spidering or otherwise. As an exception, revocable at any time by Us, operators of public search engines may use spiders to copy materials from WT for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials.

3.2 We grant you a limited, personal, nontransferable, nonexclusive, revocable license to access and use WT pursuant to this Agreement and to any additional terms and policies set forth by Us. All intellectual property rights (including all copyright, patents, trademarks, service marks, trade names, domain names, social media identifiers, designs, whether registered or unregistered) in WT, materials, information and content on WT or accessed as part of WT, any database operated by Us, all the website design, text, graphics, software, photos, video, music, sound, data, all software compilations, underlying source code and software (including applets and scripts), and all their selection, coordination, arrangement and enhancement shall remain our property (or that of our licensors). You shall not, and shall not attempt to, obtain any ownership or title to any such property. All rights are reserved.

3.3 None of the material listed in section 3.2 above, in whole or in part, may be reproduced, distributed, copied, modified, distributed, published, downloaded, displayed, posted, performed or transmitted in any form or by any means, sold, rented, re-sold, licensed or sub-licensed, used to create derivative works, or in any way exploited without the prior express written permission of the Company or the copyright owner, except as otherwise expressly stated under copyright law. You may, however, retrieve and display the content of WT on a computer screen, store such content in electronic form (but not on any server or other storage device connected to a network). You may not otherwise reproduce, modify, copy, distribute, display, perform or use for commercial purposes any of the materials, information or content on WT without our permission. If downloading, copying, redistribution, retransmission or publication of copyrighted material is permitted by law, You will make independent attribution and/or make no changes in or deletion of any author attribution, trademark legend or copyright notice. You acknowledge that You do not acquire any ownership rights by downloading copyrighted material. Any violation of these restrictions may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties. In addition, You may not make any use that exceeds or violates this Agreement.

3.4 We own trademarks, registered and unregistered, in many countries and “Wetipp” the logos and variations thereof found on WT are trademarks owned by the Company or its related entities and all use of these marks inures to the benefit of the Company.

3.5 Title, ownership rights and intellectual property rights in and to the content accessed using WT is the property of the applicable content owner and may be protected by applicable copyright, trademark or other law. This Agreement gives You no rights to such content except for the licenses granted herein.

3.6 With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, We prohibit the creation of and You agree that you will not create an account for anyone other than yourself.

3.7 It is your responsibility to ensure that any Items or information available through WT meet your specific requirements.

3.8 We may send You administrative emails, containing information and updates about WT.

3.9 WT could be supported by advertising revenue and may display advertisements and promotions, and You hereby agree that we may place such advertising and promotions on WT. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to You.

3.10 You understand and agree that You use WT at your own risk. If You violate the letter or spirit of this Agreement, or otherwise create risk or possible legal exposure for Us, We can stop providing all or part of WT to You.

4. Modifications

4.1 We reserve the right at any time and for any reason to suspend, terminate or cease providing Your access to WT or any part thereof, temporarily or permanently.

4.2 You hereby agree that:

(i) We shall not be liable to You or to any third party for any changes or modifications to WT that We may wish to make from time to time, or for any decision to suspend, discontinue or terminate WT or any part or parts thereof, or your or any other User’s possibility to use or access the same from or within any territory or territories.

(ii) We may change the features of any type of account, may withdraw or introduce new features, products or types of account at any time and for any reason, and may change the prices charged or compensation for any of the account from time to time. In case of increase in the price of any account to which you have subscribed, such changes will be communicated to you and will only take effect with respect to any subsequent renewal.

5. Limitation of Liability

5.1 You expressly acknowledge and agree that We shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use WT.

5.2 In no event shall We be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with WT or this Agreement (however arising including negligence). You agree to indemnify and hold Us and (as applicable) our parent companies, subsidiaries, affiliates, our partners, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third-party.

5.3 You use WT at your sole risk. WT is provided on “as is” and “as available” basis without any warranty or condition, express, implied or statutory. Particularly:

(i) We do not warrant that WT will be uninterrupted, timely, secure, or error-free.

(ii) We do not warrant that the results that may be obtained from the use of WT will be accurate or reliable.

(iii) We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you through WT will meet your expectations, or that any errors in WT will be corrected.

5.4 WT is only a venue. Because of this, in the event that you have a dispute with one or more Users, you release Us from any and all claims, demands, or damages (actual, direct or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.

6. Relationship

6.1 You do not have authority to enter into contracts or commitments, whether written or oral, implied or express, on our behalf.

6.2 No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

7. Reasonableness

7.1 By using WT, You agree that the costs, exclusions and limitations of liability set out in this Agreement are reasonable. IF YOU DO NOT THINK THEY ARE REASONABLE, YOU MUST NOT USE WT.

8. Acceptable use

8.1 You must not use WT in any way that causes, or may cause, damage to Us or impairment of the availability or accessibility of WT; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

8.2 You must not use WT in such a way as to, or commit any act that would or does, impose an unreasonable or disproportionately large burden on our infrastructure or that otherwise interrupts or interferes with its functionality, efficiency or operation.

8.3 You must not enter into fraudulent interactions or transactions with Us.

8.4 You must not use WT to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious software.

8.5 You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to WT without our express written consent.

8.6 You may not submit violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive content.

8.7 You must not change, modify, adapt or alter WT or change, modify or alter another website so as to falsely imply that it is associated with WT.

8.8 You must not create or submit unwanted email, comments, or other forms of commercial or harassing communications (“spam”) to any WT users.

8.9 You must not attempt to restrict another user from using or enjoying WT and you must not encourage or facilitate violations of this Agreement or any other WT terms.

8.10 You agree to comply with all laws, rules and regulations applicable to your use of WT.

9. Indemnity

9.1 You hereby indemnify Us and undertake to keep Us indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by Us to a third-party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by Us arising out of any breach by You of any provision of this Agreement, or arising out of any claim that You have breached any provision of this Agreement.

10. Breaches of this Agreement

10.1 Without prejudice to our other rights under this Agreement, if You breach this Agreement in any way, We may take such action as We deem appropriate to deal with the breach, including suspending your access to WT, charging you fees to compensate for our lost revenue, prohibiting you from accessing WT, blocking devices using your IP address from accessing WT, contacting your internet service provider to request that they block your access to WT and/or bringing Court proceedings against you.

11. Severability

11.1 If a provision of this Agreement is determined by any Court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

12. Entire agreement

12.1 These terms and conditions, together with the Privacy Policy, constitute the entire Agreement between You and Us in relation to your use of WT, and supersede all previous agreements in respect of your use of WT.

13. Termination

13.1 You may terminate this Agreement at any time. We may terminate this Agreement or terminate or suspend your right to use WT or the related service at any time for any-or-no reason (including, without limitation, in the event that we believe that you have breached this Agreement or any policy posted on WT, or if we otherwise find that you have engaged in inappropriate and/or offensive behaviour – collectively, “Prohibited Conduct” – by providing you with written or email notice of such termination to the physical or email address You have provided Us), and termination will be effective immediately upon such notice. In all such cases, this Agreement shall terminate, but the following provisions will still apply: 2.2, 3.2, 3.3, 3.4, 3.5, 4.1, 4.2, 5.1, 5.2, 5.3, 5.4, 6.1, 7.1, 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 9.1, 10.1, 11.1, 12.1, 14.1, 14.2, 14.3, 14.4,15.1, 16.1.

14. Law, Jurisdiction, Arbitration

14.1 This Agreement will be governed by and interpreted according to the law of Italy.

14.2 To expedite resolution and reduce the cost of any dispute, controversy or claim, past, present, or future, between You and Us, including without limitation any dispute or claim related to or arising out of this Agreement (“Dispute”), You and Us may attempt to negotiate any Dispute informally (the “Informal Negotiations”) before initiating any arbitration or Court proceeding. Such Informal Negotiations will commence upon written notice.

14.3 If a Dispute is not resolved through Informal Negotiations and You live in the EU, You and Us agree to try to resolve any and all Disputes, using the EU Online Dispute Resolution platform to reach an out-of-court settlement. The EU Online Dispute Resolution platform is developed and operated by the European Commission. The EU Online Dispute Resolution platform is user-friendly, multilingual and accessible to all. Everything is done in four, simple steps:

(i) You fill in an online complaint form and submits it;

(ii) the complaint is sent to Us;

(iii) Once You and Us agree on an Alternative Dispute Resolution entity to handle the dispute, the EU Online Dispute Resolution platform transfers automatically the complaint to that entity;

(iv) The Alternative Dispute Resolution entity handles the case entirely online and reaches an outcome in 90 days.

EU Online Dispute Resolution website https://webgate.ec.europa.eu/odr/

Our mail: support@wetipp.com

14.4 If You do not live in the EU or if a Dispute is not resolved through the European Commission’s Online Dispute Resolution platform, You and Us agree defer the disputes arising out of the present contract to a mediation attempt managed by the Service of Mediation of the Chamber of Arbitration of Milan. If the mediation attempt fails, the disputes arising out of or related to the present contract shall be settled by arbitration under the Rules of the Chamber of Arbitration of Milan (the Rules), by a sole arbitrator, appointed in accordance with the Rules.

15. Time limitation

15.1 You agree that any claim you may have arising out of or related to your business relationship with Us must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

16. Contact

16.1 All notices provided by a party in connection with this Agreement will be deemed given as of the day they are received either by email, messenger, delivery service, postage prepaid, certified or registered, return receipt requested, and addressed as follows:

WeTipp S.r.l.

Via Rucellai 20, 20126

Milan, Italy

Mail: support@wetipp.com

Your address for such notices is your email address and/or physical address that You have provided to Us.

If You have any questions regarding this Agreement, please contact Us.

We may revise this Agreement from time-to-time. Revised Agreement will apply to the use of WT from the date of the publication of the revised Agreement. Please check this page regularly to ensure you are familiar with the current version.