TERMS AND CONDITIONS FOR THE SALE AND USE OF ADDICTIVE SERVICE
1. The Contract
1.1 This Contract (hereinafter the Contract) is stipulated between Addictive s.r.l., with head offices in via Sile 41, 31056 Roncade, Italy
(hereinafter Addictive or Company), and the user of the Platform and the Service (as defined below) (hereinafter Client) whose data and general
information were registered by Client in the relevant section of the Platform. This Contract governs the access to and non-exclusive use of the
features made available in the restricted area (hereinafter the Platform) of Addictive’s website app.pitchtarget.com and the supply of an online
technical service for creating and publishing advertising content on the platform www.facebook.com (hereinafter the Service and Facebook).
- 1.2 The Contract shall be deemed concluded when Client accepts this Terms and Conditions by checking the relevant box on the Platform (hereinafter the Effective Date).
2.1 The Service offered by Addictive is a technical application that enables Clients to manage and tailor their production and publication of
advertising content on Facebook through the service “Facebook Marketing API”, available at Facebook’s online developer portal (https://developers.facebook.com/docs/marketing-apis).
- 2.2 In order for Clients to use the Service they must be registered on Facebook and have an advertising account on such platform.
3. Supply of the Service
- 3.1 Client shall provide Addictive with an EMAIL and PASSWORD (hereinafter the Login Credentials). The unlawful use of the Login Credentials and/or their use by third parties other than Client are the sole responsibility of Client in order to protect Addictive from any direct or indirect damage the latter is likely to suffer, as a result of illegal use of the Login Credentials. In case of loss and/or failure to remember the Login Credentials, Client may request new Login Credentials to replace the previous ones by sending a written request to the following e-mail address email@example.com.
- 3.2 Addictive requires Client to provide specific information about him/herself and his/her Facebook advertising account, in order to use the Service. Client undertakes to provide true, accurate and complete information. Client should always ensure the e-mail address and Facebook advertising account provided to Addictive remain active or alternatively inform Addictive of any new, active e-mail addresses and/or Facebook advertising accounts where notices may be sent.
- 3.3 Client may update and correct at any time the personal information disclosed to Addictive. To correct or update personal information entered it is necessary to update the personal information in the dedicated profile page (http://app.pitchtarget.com/#/profile). Client is responsible for the truthfulness and accuracy of personal data entered and Addictive shall not assume any responsibility in this regard.
- 3.4 Addictive may suspend the supply of the Service or access to the Platform in case of system maintenance which would otherwise not be possible. In this case, however, Addictive shall provide Client with ample written notice by e-mail in advance.
4. Conduct of the Client – Client Advertising Contents
- 4.1 Client’s right to use the Service and Platform is personal. Addictive may immediately cancel and/or suspend Client’s Login Credentials and block access to the Platform, and supply, in whole or in part, of the Service if Addictive detects any unauthorised use of Login Credentials and/or any use of the Platform and the Service that is unauthorised or performed by unauthorised persons.
- 4.2 It is strictly prohibited for Client to assign, transfer and/or otherwise license and/or charge others to use the Service and/or access the Platform.
4.3 Using the Platform, and with specific regard to the advertising content created and published by Client by using the Service (hereinafter Client Advertising Contents), each Client is solely responsible for the Client Advertising Contents uploaded by him/her, and undertakes not to upload or otherwise publish on Facebook through the Platform any of the following:
Client Advertising Content that is unlawful, defamatory, offensive, obscene, indecent, vulgar, sexually explicit, harassing, threatening, invasive of privacy or publicity rights, abusive or otherwise objectionable;
Client Advertising Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
Client Advertising Content that describes, references, or otherwise communicates violent, dangerous, illegal, and/or criminal acts;
Client Advertising Content that describes, references, or otherwise communicates hate or discrimination concerning gender, sexual orientation, race, religion, or nationality;
Client Advertising Content that is harmful to, or degrades the goodwill associated with the trademark(s) or name(s) of Addictive;
Client Advertising Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any third party;
Client Advertising Content which does not comply with Facebook terms and conditions – currently published at the following link http://www.facebook.com/#!/terms.php (hereinafter Facebook Terms and Conditions) - and/or with Facebook advertising guidelines currently available on https://www.facebook.com/policies/ads (hereinafter Facebook Advertising Guidelines).
Any use of the Platform in violation of the foregoing rules violates this Contract and may result in, among other things, termination or suspension of any Client’s rights to use the Platform and the Service.
- 4.4 Each Client remains solely liable for all Client Advertising Contents created and uploaded on Facebook by using the Service and through the Platform. Addictive does not take on any responsibility nor liability for any Client Advertising Content created and uploaded by Clients or any third party and/or for any loss or damage thereto.
- 4.5 Addictive reserves the right, at its sole discretion, to determine whether and what action to take in response to particular Client Advertising Content, and any action or inaction in a particular instance shall not dictate or limit Addictive’s response with respect to other Client Advertising Content.
- 4.6 Each Client represents and warrants that (a) he/she owns and controls all of the rights related to the Client Advertising Content uploaded or he/she otherwise has all necessary rights to upload such Client Advertising Content on Facebook by using the Service through the Platform; (b) the Client Advertising Content is accurate and not misleading; and (c) the Client Advertising Content uploaded does not violate these Terms and Conditions, Facebook Terms and Conditions, Facebook Advertising Guidelines and/or any applicable laws, rules or regulations, and will not violate any rights of or cause damages to any person or entity.
- 4.7 Client undertakes to hold Addictive harmless and indemnified in relation to any potential third parties claim which may arise in relation to Client Advertising Content created by Client.
5. Amount, Method of Payment and Invoicing
- 5.1 Addictive will charge any Subscription Fees(hereinafter also referred to as the Consideration)corresponding to any Subscription Level set forth on the Service pricing webpage located at the address http://www.pitchtarget.com/pricing on the Effective Date, and thereafter on each monthly “anniversary” thereof, unless no other fees are agreed upon. The charges of the Consideration for months following the Effective Date will be charged to the credit card provided to Addictive by the Client.
- 5.2 [The Consideration is exclusive of VAT and any other governmental taxes and levies as prescribed by law, if applicable.]
- 5.3 Client may pay the Consideration via credit card in accordance with instructions provided by Addictive. All payments shall be non-refundable and paid in Euro. The Client will provide a valid credit card and an email address for charge receipts upon registration, and shall update such information from time to time as necessary to ensure that such information is at all times accurate. If the credit card information the Client has provided is incorrect or incomplete, or Addictive is otherwise unable to complete a credit card transaction due to Client’s error or omission, the account will be shut down within 5 days.
6. Industrial Property Rights of Addictive
- 6.1 Client agrees and acknowledges that the Platform and Service and any software used to provide the Service and used for the management of the Platform (hereinafter the Software) are owned by Addictive. The Software contains confidential information protected by applicable laws on copyright, trade secrets and other intellectual property rights (hereinafter the Protected Materials). Reproduction, distribution or transmission of the Software and the Protected Materials without the prior and express written consent of Addictive is prohibited.
- 6.2 Any reproduction, modification, creation of derivative works, redistribution or retransmission of the Software and the Protected Material is expressly prohibited and will result in severe civil and criminal penalties. The Software, its structure, sequence, organisation and source code are considered the trade secrets of Addictive and are protected by law.
- 6.3 Without prejudice to the above, the copying or reproduction of the Software to any other server or location for further reproduction or redistribution is strictly prohibited. Client may not decompile or disassemble, perform reverse engineering or otherwise attempt to ascertain any source code contained in any software provided by Addictive in execution of this Contract.
7. Client Declarations and Guarantees and Additional Agreements
- 7.1 Client declares, guarantees and undertakes that he/she: (a) has the power and authority to enter into this Contract; (b) is at least eighteen (18) years of age; (c) shall access the restricted area of the Platform and use the Service solely only in accordance with this Contract.
- 7.2 Client undertakes to comply with all applicable laws and regulations for the entire duration of the Contract; such compliance is necessary or desirable in order to proceed with the signing and execution of this Contract.
- 7.3 Addictive reserves the right to revise or amend this Contract from time to time. Any revisions to this Contract shall be communicated to Client by written notice sent to Client with reasonable notice, though no less than 10 (ten) days prior to the entry into force of any amendment to the Contract. If Client does not wish to adhere to the amendments made, he/she may terminate the Contract within 1 (one) month of the notice regarding the amendment to the Contract.
8. Duration of the Contract
- 8.1 This Contract shall be indefinite, except for Client’s right to cancel the Contract at any time as stipulated in Article 10.3 below. In case of failure to send notice of cancellation, this Contract shall continue in effect between the Parties and the amount of the Consideration corresponding to the Subscription Level selected by the Client shall be made payable to Addictive at the timing and through the method of payment set out at the initial signing of the Contract.
9. Warranty, limitation of liability
- 9.1 Addictive makes commercially reasonable efforts to ensure that the Platform will be available for use on 24/7 basis excluding temporary maintenance, updating or repair breaks. Addictive does not assume any liability for usage interruptions or breaks, but it shall inform the Customer of the breaks whenever reasonably possible. Addictive does not warrant that the Platform will be uninterrupted or error-free. However, Addictive agrees to use commercially reasonably efforts to be at Customer's disposal in order to support the Customer and to correct any material error or deficiency in the Platform.
- 9.3 The Customer acknowledges that the use of the Platform is dependent on the social media in which Customer's marketing campaigns are carried out and that the actions of the third party operating the social media may affect the use of the Platform. Addictive does not accept any liability for the operation and function of third party products and services or actions or omissions of any third party providers including the third parties who operate the social media in which Customer's marketing campaigns are carried out.
10. Express Termination Clause – Early termination of the Contract
10.1 By sending written notification to Client by e-mail and registered mail, Addictive may terminate this Contract with immediate effect pursuant to Article 1456 of the Italian civil code (hereinafter the Express Termination Clause), in the event of default under any of the provisions set out below:
(i) Article 4 (Conduct of the Client – Client Advertising Content);
(ii) Article 5 (Amount, Method of Payment and Invoicing);
(iii) Article 6 (Industrial Property Rights of Addictive);
(v) Article 7 (Client Declarations and Additional Guarantees and Agreements);
(vi) Article 13 (Prohibition of Assignment of Contract)
(vii) Article 15 (Confidentiality).
- 10.2 Addictive grants Client the right to withdraw from the Contract at any time giving a prior written notice by e-mail to the following e-mail address: firstname.lastname@example.org. Withdrawal shall take effect from first day of the calendar month following the date of receipt of Client’s written notice and will result in the disabling of Login Credentials specified in the notice of withdrawal.
- 10.3 In the event of withdrawal from the Contract made by Client in accordance to Article 10.2 above, Client shall pay the Consideration due to Addictive until the date of effect of such withdrawal.
11. Consequence of Termination of the Contract and Survival of Certain Clauses
- 11.1 In the event of termination of the Contract under the preceding Articles 8 and 9, Addictive will disable the Login Credentials to the Platform and suspend the Service with effect from the effective date of termination/withdrawal, for any reason occurred.
11.2 In the event of termination of the Contract the following provisions shall remain valid and binding to the Client:
(i) Article 6 (Industrial Property Rights of Addictive);
(ii) Article 15 (Confidentiality);
(iii) Article 16 (Governing Law and Jurisdiction).
12. Refund Policy
12.1 Client can cancel a subscription at any time. There are no cancellation fees, though no refunds are provided for prorated periods.
13. Prohibition of Assignment of Contract
- 13.1 Client may not assign this Contract to any third party without the prior written consent of Addictive, under penalty of the immediate termination of this Contract due to the negligence of Client and damages.
- 13.2 Client may not sublicense and/or otherwise transfer to third parties the use of Login Credentials or the use of the Service or access to the Platform, under penalty of the immediate termination of this Contract due to the negligence of Client and damages.
- 13.3 Addictive has the right to freely transfer this Contract to others, in whole or in part, and the rights and obligations arising from the same, without requiring the consent of or informing Client.
- 14.1 If any provision of this Contract is held invalid or unenforceable, such provision will be considered null and void while the remaining provisions will remain in full force and effect.
- 14.2 The failure of Addictive to exercise or enforce any right or provisions hereof shall not in any way constitute a waiver of such right or provision.
- 15.1 All the information which Client becomes aware of during the execution of this Contract concerning, for example, the organisation, business and activity of Addictive, as well as information regarding the Platform, Service, Software and Protected Materials or any other information acquired by Client under this Contract, is entirely confidential and must not be communicated or disclosed, either directly or indirectly, to third parties.
16. Governing Law and Jurisdiction
- 16.1 This Contract is governed by Italian law.
- 16.2 Any dispute arising between the parties concerning the interpretation, validity, efficacy and/or execution of the Contract shall be settled amicably between them, and if this is not possible, shall be referred exclusively to the Court of Treviso.