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GENERAL TERMS AND CONDITIONS OF SALE FOR CONSUMER CUSTOMER

IMPORTANT, READ CAREFULLY: 

Sale of any Products is expressly conditioned on Licensee’s assent to these GCS. Any acceptance of Licensor’s offer is expressly limited to acceptance of these GCS and Licensor expressly objects to any additional or different terms proposed by the Licensee. No Licensee form shall modify these GCS, nor shall any course of performance, course of dealing, or usage of trade operate as a modification or waiver of these GCS. Subject to Licensee’s compliance with these GCS, the Licensor grants to the Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Product. This license does not include any resale or commercial use of any Product, or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of any Products or its contents; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to the Licensee in these GCS are reserved and retained by the Licensor. No Product, nor any part of any Product, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of the Licensor. Licensee is not allowed to frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Licensor without express written consent. 

BY CLICKING/CHECKING THE “I AGREE” BUTTON/BOX, BUYING THE PRODUCT YOU AGREE TO BE BOUND BY THESE GCS. YOU MUST BE AT LEAST 18 YEARS OF AGE TO PURCHASE THE PRODUCT. MINORS MAY ONLY USE THE PRODUCT UNDER THE SUPERVISION OF AN ADULT.

  • Definitions

For the purposes of these General Terms and Conditions of Sale, the following terms shall have the following meanings:

GCS” means these “General Terms and Conditions of Sale for consumer customer”, together with any modifications or additional provisions specifically agreed upon by Licensor in writing;

GAMS Platform” means the software Gamification Assessment Match Skills of which the Licensor is the exclusive owner of the copyright, moral and economic rights;

Intellectual Property Rights” means all intellectual and industrial property rights of the Licensor, including, without limitation, the rights relating to patents for inventions, designs or models, utility models, trademarks, know-how, technical specifications, data, as well as any application or registration relating to these rights and any other right or form of protection of a similar nature or having equivalent effect;

Licensor” means Farport Software S.r.l., VAT No. 14285041001, with registered office in Roma – Italy, Viale Giulio Cesare 2; 00192

Licensee” means any person, who is acting for purposes which are outside his/her trade, business, craft or profession, that purchases the Products of Licensor;

Products” means GAMS and/or additional services including, for example, coaching, consulting and assistance, as detailed in the Order; and

Sale/s” means each sales contract concluded between the Licensor and the Licensee following receipt by the Licensee of the Product’s order;

Trail Period” means a period of 15 days from the delivery of the Product to Licensee. Only during the Free Plan the withdrawal right is excitable. 

  1. Licensor’s GCS

These GCS shall apply to every Sales of the Licensor.  

 Licensee’s use of any of the Products could be subject to any additional rules, policies, and terms that apply to those Products. The Licensee unconditionally accepts and the GCS, understanding that Licensor will not be bound to different conditions.

If, at any time, any of the provisions of these GCS is or becomes illegal, invalid or unenforceable, in any respect, under any law of any jurisdiction, neither the legality, validity and enforceability of the remaining provisions of these GCS, nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall be, in any way, affected or impaired as a result. 

      

  • Licensee’s representation and warranties  

Licensee agrees (i) not to modify the Products in any way or by any means, (ii) not to perform any activity of  reverse engineer,  not to decompile, disassemble, reassemble, modify, copy, reproduce, or integrate the Products, (iii) to use the Products in compliance with all applicable laws and regulations, (iv) to use the Products in such as not to prejudice the fame, prestige and dignity of the Products and the Licensor, (v) to hold the Licensor harmless from and against any and all actions, claims, damages, request, refund, liabilities  and responsibility deriving from the use of the Products by Licensee.

Licensee expressly acknowledges and accepts that use of the Products is at Licensee’s sole responsibility. The Products are supplied by Licensor without any sort of warranty, including but not limited to, implicit warranties and/or obligations regarding saleability, satisfactory quality, fitness for a particular purpose, precision, peaceful enjoyment and non-infringement of third-party rights. The Licensor does not guarantee that use of the Products is exempt from disturbances, that the Products’ functions are suited to satisfying the requirements of the Licensee, that Products’ operation is uninterrupted or free from flaws. 

IN NO EVENT SHALL THE LICENSOR BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

  • Prices and payment

Pricing of the Products, applicable after the Free Plan, in indicated in the Licensor website. The pricing of the Products includes VAT and/or other taxes. 

Licensor offers the following payment methods:

  • Credit card (through PayPal and Stripe)
  • PayPal; and
  • Stripe;

Payment for the Products is required at the end of the Free Plan. The Licensee can pay the Products also during the Free Plan. If the withdraw right is exercised, the Licensor shall reimburse the Licensee pursuant to article 6 below. 

  1. Intellectual Property Rights 

The Licensor is the sole owner of any Intellectual Property Rights related to the Products.  The Licensee undertakes not to perform any act incompatible with the ownership of the Intellectual Property Rights.

  • Right to withdraw

The Licensee has the right to terminate any Sale without any penalty and without specifying the reason within the term of 15 days from the day of receipt of the Product, provided that the conditions set out below are respected. The withdrawal right must be exercised during the Free Plan. When the Free Plan ends, the right of withdrawal can no longer be exercised by the Licensee.

The withdrawal right must be exercised by sending, within the limits provided for in the preceding paragraph, a written communication to Farport Software S.r.l. Roma – Italy, Viale Giulio Cesare 2; 00192 by registered letter with acknowledgment of receipt. The notice may also be sent, within the same period, by telegram, telex, email or fax, provided that it is confirmed by registered letter with acknowledgment of receipt within the following 48 hours.

The Licensor will refund, no later than 15 days after we receive the withdrawal notice, the Licensee the 90% of the amount paid, during the Free Plan, for the Products mentioned in the Sale 

If the Licensee does not comply with the terms and conditions of exercise of withdrawal provided, the Sale shall remain valid and effective.

  1. Termination

 The Licensor can terminate, at any time by written notice to be sent to the Licensee, a Sale if the Licensee shall commit a breach of this GCS.  In case of such termination, the Licensor may immediately revoke Licensee’s access to the Products. Licensor’s failure to insist upon or enforce Licensee’s strict compliance with these GCS will not constitute a waiver of any of its rights. 

  • Data Protection

The Licensee declares that it has read the Licensor’s privacy policy pursuant to Regulation (EU) 2016/679 (GDPR), as well as pursuant to Legislative Decree 196/2003, and by accepting these GCS it consents to the processing of personal data for the sole purposes and in the manner indicated in the aforementioned information. The data of the Licensee, acquired directly or indirectly from the Licensor, will be collected and processed in paper, computer or telematic form, exclusively for the purpose of enabling the execution of Orders. The data acquired by the Licensor will be kept for a period of time not exceeding that necessary for the purposes for which they were collected and subsequently processed. Their removal will, in any case, take place in a secure manner. For all matters not expressly provided for herein, reference is made to the aforementioned information which the Licensee declares to have read and understood.

  1. Governing Law

These GCS shall be governed by Italian Law. Any dispute related to the Products shall be devolved to the Judicial Authority of the place of residence or domicile of the Licensee. Disputes with Licensees living outside of the Italian territory are devolved to the jurisdiction of the Court of Rome, as jurisdiction of the place where these GCS are executed.

Last update: 05 October 2023

GENERAL TERMS AND CONDITIONS OF SALE 

NOTICE: Sale of any Products is expressly conditioned on Licensee’s assent to these GCS. Any acceptance of Licensor’s offer is expressly limited to acceptance of these GCS and Licensor expressly objects to any additional or different terms proposed by the Licensee. No Licensee form shall modify these GCS, nor shall any course of performance, course of dealing, or usage of trade operate as a modification or waiver of these GCS.

Subject to Licensee’s compliance with these GCS, the Licensor grants to the Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Product.

This license does not include any resale or commercial use of any Product, or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of any Products or its contents; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools.

 All rights not expressly granted to the Licensee in these GCS are reserved and retained by the Licensor. No Product, nor any part of any Product, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of the Licensor.

Licensee is not allowed to frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Licensor without express written consent.

  1.  Definitions

For the purposes of these General Terms and Conditions of Sale, the following terms shall have the following meanings:

GCS” means these “General Terms and Conditions of Sale”, together with any modifications or additional provisions specifically agreed upon by Licensor in writing;

GAMS Platform” means the software Gamification Assessment Match Skills of which the Licensor is the exclusive owner of the copyright, moral and economic rights;

Intellectual Property Rights” means all intellectual and industrial property rights of the Licensor, including, without limitation, the rights relating to patents for inventions, designs or models, utility models, trademarks, know-how, technical specifications, data, as well as any application or registration relating to these rights and any other right or form of protection of a similar nature or having equivalent effect;

Licensor” means  Farport Software S.r.l., VAT No. 14285041001, with registered office in Roma – Italy, Viale Giulio Cesare 2; 00192;

Licensee” means any company, entity or legal entity that purchases the Products of Licensor;

Products” means GAMS and/or additional services including, for example, coaching, consulting and assistance, as detailed in the Order;

Order (s)” means each binding offer to purchase the Products sent by the Licensee to the Licensor; and

Sale/s” means each sales contract concluded between the Licensor and the Licensee following receipt and acceptance by the Licensor of the Order, dully executed, by the Licensee.

 

  1. Licensor’s GCS

These GCS shall apply to every Sales of the Licensor. 

Licensee’s use of any of the Products could be subject to any additional rules, policies, and terms that apply to those Products.

The Licensee unconditionally accepts and the GCS, understanding that Licensor will not be bound to different conditions unless previously agreed in writing.

If, at any time, any of the provisions of these GCS is or becomes illegal, invalid or unenforceable, in any respect, under any law of any jurisdiction, neither the legality, validity and enforceability of the remaining provisions of these GCS, nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall be, in any way, affected or impaired as a result.

 

  1.  Order

The Order for the Products placed by the Licensee shall be deemed to be a binding offer pursuant to Italian Law.  Unless otherwise expressly stated in the Order, the Licensor shall be entitled to accept, in writing or by e-mail, said offer within 4 weeks from the receipt thereof. Acceptance of the Order takes place at Licensor’s discretion.

Licensee is expressly prohibited from assigning the Order to third parties.

 

  1.  Licensee’s representation and warranties 

Licensee agrees (i) not to modify the Products in any way or by any means, (ii) not to perform any activity of reverse engineer,  not to decompile, disassemble, reassemble, modify, copy, reproduce, or integrate the Products, (iii) to use the Products in compliance with all applicable laws and regulations, (iv) to use the Products in such as not to prejudice the fame, prestige and dignity of the Products and the Licensor, (v) to hold the Licensor harmless from and against any and all actions, claims, damages, request, refund, liabilities and responsibility deriving from the use of the Products by Licensee.

Licensee grants to the Licensor the right to use for free, in general for advertising materials and purposes, the Licensee’s company’s logo and name.

Licensee expressly acknowledges and accepts that use of the Products is at Licensee’s sole responsibility. The Products are supplied by Licensor without any sort of warranty, including but not limited to, implicit warranties and/or obligations regarding saleability, satisfactory quality, fitness for a particular purpose, precision, peaceful enjoyment and non-infringement of third-party rights. The Licensor does not guarantee that use of the Products is exempt from disturbances, that the Products’ functions are suited to satisfying the requirements of the Licensee, that Products’ operation is uninterrupted or free from flaws.

IN NO EVENT SHALL THE LICENSOR BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

 

  1.  Prices and payment

The Price of each Product is stated in the Order.

Licensor offers the following payment methods:

  • Credit card (through PayPal; Stripe)
  • PayPal;
  • Stripe;
  • Wire transfer.

Each Product has a different payment method. The payment method and the relevant timing are indicated in the Order.

If the Licensee fails to pay due invoices, observe a payment term, or in the event that the Licensee’s financial situation deteriorates at any time, or if the Licensor obtains unfavourable information relating to the Licensee, the Licensor is entitled to change with immediate effect the payment terms and conditions stated in the Order. 

 

  1.  Intellectual Property Rights 

The Licensor is the sole owner of any Intellectual Property Rights related to the Products.  The Licensee undertakes not to perform any act incompatible with the ownership of the Intellectual Property Rights.

 

  1.  Termination

 The Licensor can terminate, at any time by written notice to be sent to the Licensee, a Sale if the Licensee shall commit a breach of this GCS.  In case of such termination, the Licensor may immediately revoke Licensee’s access to the Products. Licensor’s failure to insist upon or enforce Licensee’s strict compliance with these GCS will not constitute a waiver of any of its rights.

 

  1.  Data Protection

The Licensee declares that it has read the Licensor’s privacy policy pursuant to Regulation (EU) 2016/679 (GDPR), as well as pursuant to Legislative Decree 196/2003, and by accepting these GCS it consents to the processing of personal data for the sole purposes and in the manner indicated in the aforementioned information. The data of the Licensee, acquired directly or indirectly from the Licensor, will be collected and processed in paper, computer or telematic form, exclusively for the purpose of enabling the execution of Orders. The data acquired by the Licensor will be kept for a period of time not exceeding that necessary for the purposes for which they were collected and subsequently processed. Their removal will, in any case, take place in a secure manner. For all matters not expressly provided for herein, reference is made to the aforementioned information which the Licensee declares to have read and understood.

 

  1.  Governing Law

These GCS and every single Sale shall be governed by Italian Law. Any dispute arising from or in relation to any of the Orders, Sales and/or any dispute related to the Products shall be decided by the Court of Rome Italy, which has exclusive jurisdiction. 

Last update: 5 October 2023

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