The following User Agreement governs access to the Nive Dive platform, mobile application and the products and services therein offered to you for calculating the return of investment (Roi) of your marketing and advertisement campaign (collectively, the “Services”). By registering for and/or using the Services in any manner, including, but not limited to, visiting or accessing the Services, you agree to be bound by the terms and conditions of this User Agreement. This User Agreement and any such additional terms and conditions as to which you have agreed are hereafter referred to collectively as the “Agreement”.
The terms and conditions of the Agreement are a binding contract between you and Nive Dive Srl and its subsidiaries and affiliates (collectively, the “Company,” “We,” “Our,” or “Us”). Please read the terms and conditions of this Agreement carefully.
Any use of the Services is governed by the version of the Agreement in effect at the time such Services are accessed or used by you. The Company may modify the Agreement at any time and without prior notice. By using and accessing the Services, you acknowledge and agree to review and accept the version of the Agreement in force at the time of use of the Services. Your use of and access to the Services constitutes your acknowledgement and agreement to the version of the Agreement in force at the time of use of or access to the Services. Please also note that the terms and conditions of this Agreement are in addition to any other agreements between you and the Company and/or its affiliates and agents, including any agreements that govern your use of products, services, content, tools, and information available by accessing the Services. In the event of any conflict between this Agreement and any other such other agreement between you and the Company, the terms of this Agreement shall prevail.
Use of the Services and registered Users
You may access the Services and view Content (as defined below) without registering, but as a condition to using certain Services you may be required to register with us.
Registration is required to access the following services:
- Purchase campaigns to monitor
- Set-up of campaigns to monitor
- Visualization of results over the course of the campaign
- Modification of specific campaign values
- Visualization of end-of-campaign results
- Assistance related to your organization / user campaigns
A “campaign” has the maximum duration of 1 year (365 days), and purchased campaigns can be set-up within 1 year (365) of original purchase.
Use of the Services for which registration is required is limited to business users (i.e. companies, enterprises and any other legal entity), whit the express exclusion of consumers. If you register you declare to be a business entity and not a consumer. You agree to indemnify the Company and its affiliates and agents against any and all losses, claims, damages and expenses incurred by you, in case you register as a consumer and/or conceal from the Company to be a consumer.
If you register we may ask you to give us certain identifying information (“Registration Information”), including an email address. You agree that the communication of the Registration Information has been duly authorized by your legal representative and/or any other empowered person or body. You agree to provide us with true, accurate, current and complete information about yourself. You also agree not to impersonate any person or entity, misrepresent any affiliation with another person, entity or association, use false headers or otherwise conceal your identity from the Company for any purpose.
Upon the registration, you will be allowed to access the Services for which registration is required by submitting the relevant order (the “Order”) to the Company. The Order shall be regularly submitted only upon the payment through PayPal of the following prices:
- Euro/USD/GBP 99,00, or the different amount as from time to time amended by the Company, for the first Order for Services; Euro/USD/GBP 99,00 for any subsequent Order for Services (1 campaign), Euro/USD/GBP 449 for 5 campaigns, Euro/USD/GBP 899,00 for 10 campaigns.
- By submitting any Order, you agree that you may not withdraw from the Order until the Services to which the Order refers have been entirely performed by the Company. Should you nonetheless withdraw from the Order, the price payed for the Order shall not be reimbursed, not even partially, by the Company.
You agree to be bound by any declaration, consent or agreement you provide through the Services by computer or other electronic device (such as internet, telephonic and wireless devices), including but not limited to any consent you give to receive communications from us solely through electronic transmission.
For your protection and for the protection of other users, you shall not share your Registration Information (including User ID and password) with any other person and/or entity for facilitating their access to the Services and/or any unauthorized use of the Services. Unauthorized use of the Services and systems, including, but not limited to, unauthorized entry into the Company’s systems, misuse of passwords or misuse of any other information, is strictly prohibited. You may not use the Services in any manner that may damage, disable, overburden, or impair the Services or any other service or interfere with any other party’s use of the Services or any other service. You may not attempt to gain unauthorized access to any of the Services, computer systems or networks connected to any of the Services, through hacking, password mining or any other means. You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You agree that you will not engage in any activities related to the Services that are contrary to applicable laws or regulations. You alone are responsible for all transactions initiated, messages posted, statements made, or acts or omissions that occur while accessing the Services through the use of your Registration Information and hereby agree to indemnify the Company and its affiliates and agents against any and all losses, claims, damages and expenses incurred with the unauthorized use of your Registration Information. We reserve the right to suspend or cancel your registration, if we suspect that it is being used in an unauthorized or fraudulent manner.
The Company reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on the Services and to suspend and/or deny access to the Services for scheduled or unscheduled maintenance, upgrades, improvements or corrections. The information and materials on the Services may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and the Company does not undertake any obligation or responsibility to update or amend any such information. The Company may discontinue or change any product or service described in or offered on any of the Services at any time.
Content and Proprietary Rights
All right, title and interest in and to the Services, and the information, content and materials displayed on or used in connection with the website, including all text, information, data, articles, editorials, written forum comments, advertising, images, visual interfaces, interactive features, graphics, photographs, audio, video, computer code and software (collectively, the “Content”), is the property of the Company and its affiliates and licensors. You may not use any of the Content except as provided in this Agreement. The Services and other Content contained therein are protected by Italian copyright laws and international treaty provisions. All Content, trademarks, services marks, trade names, logos, and icons are property of the Company or its affiliates, agents, licensors, or third party service and content providers. In addition, the Services may contain certain third-party products and brand names that are unaffiliated with the Services but may still be trademarks or registered trademarks of their respective owners. Under no circumstances shall anything contained herein or in the Services be construed as granting, by implication, estoppel, or otherwise, any license or right to any copyrights, trademarks or other proprietary information or rights displayed or accessible on the Services without the express written permission of the Company or such other party that may own the copyrights, trademarks or other proprietary rights displayed within the Services. Any such use of the copyrights, trademarks and proprietary rights for any purpose including, but not limited to, use as meta tags on other pages or sites on the World Wide Web, is strictly and expressly prohibited.
Unless otherwise specified, the Services are for your personal and non-commercial use only and you may print, copy and download any information or portion of the Content for your personal use only. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes in whole or in part any Content on the Services, except for the purposes expressly provided herein, without the Company’s prior written approval. If you copy or download any Content from the Services, you agree that you will not remove or obscure any copyright or other notices or legends contained in any such information.
You agree not to use, transfer, distribute or dispose of any Content in any manner that could compete with the business of the Company. You may not recirculate, redistribute or publish Content without the prior written consent of the Company. Information contained within the Services may not be used to construct a database of any kind, nor may such information be stored (in its entirety or in any part) in a database for access by your or any third party or to distribute any database services containing all or part of such information.
User Submissions and Conduct
The Company is not responsible for materials submitted or posted on any of its Services by you, including materials posted on any message board, forum, or chat room, including ratings, reviews, compliments, invitations, and information that you display as part of your account profile (the “User Content”). The Company does not and cannot monitor all User Content. The Company and its designees have the right, but not the obligation, to monitor any areas involving user participation, and to edit, refuse to post or remove any User Content for any reason whatsoever in their discretion.
You alone are responsible for the User Content you upload or post. You assume all risks associated with the User Content, including anyone’s reliance on its accuracy, completeness or usefulness, or any disclosure by you of information in your User Content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use, and authorize the use of, the User Content as described herein. You agree that you shall not upload, transmit, distribute or otherwise publish through this website any User Content that:
a) is libelous or defamatory or tends to mislead or reflect unfairly on any person, business or entity;
b) is obscene, indecent, pornographic, inflammatory, abusive or threatening or otherwise expresses bigotry or racism;
c) violates or infringes any rights of any entity or person, including copyrights, trademarks, patents, rights of publicity or privacy or any other proprietary rights;
d) violates any law;
e) constitutes or advocates illegal or violent activity;
f) advertises or otherwise solicits funds or is a solicitation for goods or services;
g) contains a virus or other harmful or disruptive component; or
h) involves commercial activities and/or sales without the Company’s prior written consent, such as contests, sweepstakes, barter, advertising or pyramid schemes. You agree that you will not in any way interfere with the delivery or display of advertisements appearing on the website.
Any violation of the foregoing may result in restrictions on your access to the Services and may be referred to law enforcement authorities. The Company reserves the right to disclose information as necessary to satisfy any law, regulation or government request. The Company and its affiliates shall have no liability for any action or inaction by them in respect of any conduct relating to materials submitted or posted by users.
Third Party Information
The Services may include content that is made available by parties other than the Company or its users, such as third party data providers (the “Third Party Content”). The Services may include links to websites that are run and maintained by third parties (collectively, the “Third Party Sites”). By relying on and using Third Party Content or linking to any Third Party Sites, you do so at your own risk and acknowledge that by doing so you are bound by the terms of any agreements between such third party provider and its users that may govern the Third Party Content or Third Party Site. In no event shall the Company be responsible for your use of or inability to use Third Party Content or Third Party Sites. You are solely responsible for determining the extent to which you may use any Third Party Content or content on any Third Party Sites to which you access or link to from our Services. You acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the use of or reliance on any such Third Party Content or Third Party Sites, or goods or services available on or through any such Third Party Services.
You should also be aware that the terms and conditions governing Third Party Content or the use of any Third Party Sites may be different from those applicable to your use of the Services. By accessing and using any Third Party Content or Third Party Sites you declare that you have read, acknowledged and agree to be bound by the terms and conditions of such Third Party Content or Third Party Sites. In the event of any conflict between this Agreement and the terms and conditions governing such Third Party Content or such Third Party Sites, the terms of the agreement that is most restrictive upon you and your actions and conduct shall apply.
License in Connection with Mobile Phone Application
In the event of a conflict between the provisions set forth in any license agreement to which you are bound under the service from which you downloaded the mobile application of the Services (the “Application”) and the license hereunder granted to you for your us of the Application, the provisions that are most restrictive to you shall govern.
Your use of the Application and all services made available through the Application are licensed to you. The Company reserves all rights in and to the Application not expressly granted to you hereunder.
This license granted to you for your use of the Application is limited to a non-transferable license to use the Application on any mobile device that you own or control. This license does not allow you to use the Application on any mobile device that you do not own or control, and you may not distribute or make the Application available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Application. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Application, any updates, or any part thereof, except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Application. Any attempt to do so is a violation of the rights of the Company and its licensors. If you breach this restriction you may be subject to prosecution and damages.
The terms of the license will govern any upgrades provided by us that replace and/or supplement the original Application, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
The license is effective until terminated by you by removing the Application from your device, or by us. Your rights under this license will terminate automatically without notice from the Company if you fail to comply with any term(s) of this license. Upon termination of the license, you shall cease all use of the Application, and destroy all copies, full or partial, of the Application.
Disclaimer of Warranty and Limitation of Liability
The Content available on the Services are provided on an “AS IS,” “WHERE IS” and “WHERE AVAILABLE” basis. The Company does not provide any representations or warranties as to the Content provided herein or your use of the Services generally, either expressly or implicitly, for any particular purpose. The Company, its affiliates, agents, third party providers, licensors and their respective affiliates, employees and licensors (the “Company Parties”) expressly disclaim any and all warranties related to the Content contained and/or offered on the Services or in connection therewith, either express or implied, including but not limited to, warranties of title, accuracy, non-infringement, merchantability or fitness for a particular purpose. Company Parties will not be responsible for any loss or damage that could result from interception by third parties of any information or services made available to you via the Service. Although the information provided to you on the Services is obtained or compiled from sources we believe to be reliable, Company Parties cannot and do not guarantee the accuracy, validity, timeliness or completeness of any information or data made available to you for any particular purpose.
The Company Parties explicitly disclaim any and all warranties and shall not be liable to you or any third party, whether in contract or tort, for any direct, special, indirect, consequential or incidental damages or any other damages of any kind relating to or arising in connection with
(i) your negligence, omission or deficiency, including, but not limited to, malfunctioning, lack of updating and/or incompatibility of the software installed on the devices used for accessing the Services, unauthorized access or illicit use of your password, partial or total deletion of information directly or indirectly caused by you;
(ii) any loss of data, failure or interruption of the Services due to force majeure, i.e. to causes that are beyond the reasonable control of the Company, such as, but not limited to, natural disasters, wars, revolutions, fires, explosions, or resulting from the act or omission of any other party involved in ensuring that the Services, the data contained herein or Content offered on the Services is available to you;
(iii) the temporary or definitive interruption of the Service requested and/or ordered by administrative and/or judicial authorities;
(iv) the transmission of any viruses which may infect a user’s equipment, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., you cannot access your internet service provider);
(v) the use of the Services, or reliance on any information or services provided by the Company Parties, including the Third Party Content, or any omission in, or the misuse or misinterpretation of such information;
(vi) the accuracy, validity, reliability, sequencing, completeness or timeliness of information and data contained in or connected with the Services including all Third Party Content;
(vii) the timeliness, deletion, mis delivery, or failure to store any user data, communications or personalization settings;
(viii) the cost of obtaining substitute goods and services resulting from any products, data, information or services purchased or obtained or messages received or transactions entered into, through or from the Services;
(ix) unauthorized access to or alteration of your transmissions, data or Registration Information.
Your sole and exclusive right and remedy in case of dissatisfaction with the Services or any other complaint shall be your termination and interruption of access to, or use of, the Services.
In any event, the liability of Company Parties for any reason and upon any cause of action hereunder shall be limited to $100 EUR. The limitation contained herein applies to all causes of action in the aggregate, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and any other torts.
Please note that the results of the Services are mere indications about the rendering of a marketing or advertisement campaign, on the basis of tests and analysis made by numerous standard campaigns. The results of the Services shall be properly evaluated by you (also based on the specific characteristics of the campaign itself) before using them as support of strategic business decisions. Under no circumstances the Company shall be responsible for any financial losses due to your use of the results of the Services as support of strategic business decisions.
You agree to indemnify, defend and hold each of the Company Parties harmless from and against any and all claims, suits, demands, liabilities, damages, losses, costs or expenses, including attorneys’ fees, made by any person arising out of or connected to (a) any violation of this Agreement by you, (b) your use of the Services, including but not limited to the placement or transmission of any content or information on the Services, (c) the use by Company or any of its affiliates of any content or information you provide, as long as our use is not inconsistent with this Agreement, or (d) your use of Third Party Content or any Third Party Site. This obligation survives indefinitely the termination and/or expiration of this Agreement and/or your status as a user of any Services.
Security of Data Transmissions and Storage
Electronic (including wired and wireless) communications through the Services may not be encrypted. You acknowledge that there is a risk that data, including e-mail, electronic and wireless communications and personal data, may be accessed by unauthorized third parties when communicated between you and any of the Services or between you and other parties and acknowledge and agree that the Company Parties shall have no liability with respect thereto.
Monitoring by Company
The Company Parties are entitled, but not obligated, to review or retain your communications and actions conducted over or through the Services. You acknowledge and agree that these monitoring activities will not entitle you to any cause of action and the Company Parties shall not be liable for any costs, damages, expenses or any other liabilities incurred by you as a result of any monitoring activities.
Modifications, Suspensions and Terminations
The Company reserves the right to modify or terminate, temporarily or permanently, the Services and any service or content (or any part thereof) contained therein, with or without notice. You agree that the Company Parties will not be liable to you or to any third party for any such modification, suspension or termination. The Company further reserves the right to block or otherwise discontinue your access and use of the Services at any time and for any reason.
Reviewing, Changing or Correcting Information
Choice of Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Italy. Any dispute arising out or in connection with this Agreement, including, but not limited to, its existence, validity, interpretation and termination, shall be deferred to the exclusive jurisdiction of the Court of Trento (Italy).
The section titles in this Agreement are used solely for the convenience of you and the Company and have no legal or contractual significance.
This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of both parties. The Company may assign this Agreement in whole or in part at any time without your consent. You may not assign this Agreement or delegate any of your obligations hereunder.
This Agreement constitutes the entire agreement between the Company and you with respect to the Services and it supersedes all prior or contemporaneous communications, agreements and understandings between the Company and you with respect to the subject matter hereof. A printed version of this Agreement shall be admissible in judicial or administrative proceedings.