These terms of service, along with any term or condition displayed on line and in the Authentication forms constitute the agreement between N4R and the User, which regulates the use of the Service by the User (as defined below) (hereinafter, the “Agreement”).
For the purposes hereof, the terms referred to below beginning with a capital letter shall have the meaning herein assigned to them or referred to in this Article 1 or therein below:
“Authentication” means the process whereby the User provides his or her identity details through the User’s account available on a social networking service such as Facebook, Google, Twitter and LinkedIn, or on the Publisher’s Website.
“Chat” means a communication service that connects in real time two or more Users and allows exchange of messages. The content exchanged in a Chat may be visible to the general public and may remain publicly visible up to 1 month.
“Content” means the messages, and the information contained therein, exchanged in the Chat.
“N4R” means Now4real S.r.l., with registered office at Viale Andrea Doria No. 7, 20124 Milan, Italy, registered with the Register of Enterprises of Milan, VAT No. 10328990964.
“N4R Website” means the website owned by N4R, which can be found at https://now4real.com.
“Netiquette” means a set of informal rules regulating the conduct and interaction among web users.
“Publisher Agreement” means the agreement in place between N4R and the Publisher whereby the Publisher was entrusted by N4R with the provision of certain services including, inter alia, the services which are the subject of the Agreement.
“Publishers” means the clients of N4R, owners of websites hosting the Chat.
“Publisher’s Website” means the website owned by a Publisher where the N4R software is added by which a User can use the Service.
“Service” means the online service provided for free to the User, directly by N4R and usable on the Publisher’s Websites through the Widgets. Unless otherwise specified, the term “Service” includes the Widget for the Chat and all the services, functions and features provided within the Chat and made available to Users as well as any other service from time to time provided by N4R through the Widgets.
“User” means any person who has completed the Authentication procedure, reachable through a Widget on a Publisher’s Website.
“User Information” means any information, interests, personal characteristics, objectives and any other details inferable from the User’s profile or from the User’s use of the Chat and, more generally, of the Service, which can be used to determine the User’s conduct.
“Widget” means the visual components hosted on Publisher’s Websites and developed by N4R or by the Publisher through N4R’s API whereby the Service is provided to the Users.
2. Duration, General Terms and Amendments
2.1. The completion of the Authentication procedure and the use of the Service involves the unconditional acceptance of these terms of service and, more generally, the conclusion of the Agreement by the User.
2.2. The Service is accessible by Users who are at least 14 (fourteen) years old.
2.3. The Agreement shall start to be effective as of the date when the User accepts these general conditions by completing the Authentication procedure and remain effective for an indefinite term until (i) it is terminated by N4R or by the User, or (ii) in case of N4R’s or the User’s exercise of their right of withdrawal under the Agreement. For the sake of clarity, by entering into the Agreement, the User shall be entitled to use the Services available on all the Publisher’s Websites that have a contractual relationship with N4R, irrespective of the Publisher’s Website through which the User has entered into the Agreement.
2.4. The User expressly authorizes N4R to send to his or her own email address, if available, obtained pursuant to Article 14 below, the Agreement, including these general conditions, any particular conditions and any amendments thereof applicable from time to time as well as any notices related to the performance of the Agreement. The User acknowledges that the Agreement (including the relevant general conditions, any particular conditions and amendments thereof applicable from time to time) may be printed on paper or downloaded by the User.
2.5. N4R reserves the right to make, at its discretion and at any time, any amendment to any (general or particular) term or condition of the Agreement (the “Amendments”), by giving 5 (five) days’ prior notice or such longer notice period as may be provided for by the law applicable from time to time, by means of a notice on the N4R Website or the Widget, or on the Publisher’s Website (depending on the cases). Should the Amendments be necessary to make the Agreement compliant with mandatory provisions of law, for any subsequent technical or organizational needs of N4R or to implement security measures aimed at enhancing N4R’s protection or the safety of the Service against any abuse from the User or third parties, such Amendments may be notified by a shorter prior notice or, should such prior notice involve a prejudice, with no prior notice.
2.6. The User shall be entitled to withdraw from the Agreement by notifying N4R thereof pursuant to the Agreement within 5 (five) days of the coming into force of the Amendments. The use of the Service at any time after the coming into force of the Amendments, shall be deemed as acceptance of the Amendments. Should N4R require that any of the Amendments be accepted by the User in writing or in an equivalent form under the law or in another form, the Agreement shall be deemed automatically terminated by operation of law in case of non-acceptance by the User, before such time or within any other time limit requested by N4R, of such Amendments in the requested form. After the coming into force of the Amendments, the User shall be entitled to check the applicable text of the Agreement in the relevant section of the N4R website.
2.7. The User acknowledges and agrees that the provision of the Services by N4R to the Users is related to the Publisher Agreements in place between N4R and the Publishers and that – for the purposes – in case of termination, for any reason whatsoever, of one or more Publisher Agreements, the User may no longer use the Service at the website of the Publisher/s concerned.
3. Nature, Use and Provision of the Service
3.1. N4R shall provide the User with the Service on the terms set out in the Agreement.
3.2. N4R may suspend the Service or navigation on the N4R Website for technical reasons – including, without limitation, repairs and maintenance – as well as for improvements of the Service or the N4R Website, or for emergency reasons.
3.3. The User undertakes to obtain adequate hardware and software as well as the telecommunication equipment and services required to access the Service. The Agreement shall not include the provision or charging for the telecommunication services required to connect to the Service.
3.4. The User shall be liable for his or her own acts or omissions as well as for the consequences of any breach of the terms and conditions of the Agreement, including any instructions from time to time given by N4R under paragraphs 3.2. and 3.3. above.
3.5. N4R reserves the right to periodically change the Service by adding, removing or modifying as it deems fit the activities allowed through the Service or on the N4R Website and does not warrant that the Service will be available and accessible at any time. Unless otherwise expressly provided, the implementation of any change to the Service that makes it usable in another way than currently, as well as the provision of any new services, shall be regulated by the Agreement.
3.6. The User acknowledges and accepts that (a) the Service is provided “as is” and “as available” from time to time, and (b) the Service is accessible and usable by the User based on the Publisher Agreement as well as based on the operation of the Publisher’s Websites. In light of the above, N4R shall assume no liability as to the permanence and/or termination of the Service (including due to the Publisher’s choice).
3.7. Given the free nature of the Service, N4R reserves the right to wholly or partially suspend, modify, disconnect or terminate the Service at its discretion, by giving a 5 (five) days’ prior notice or such longer notice period provided for by the law applicable from time to time, on the N4R Website, without prejudice to the User’s right of withdrawal under Article 9. The User agrees that N4R shall in no way be held liable to the User or to third parties for any modification, suspension, disconnection or termination of the Service pursuant to this clause.
4.1. The User shall be responsible for the safety and proper use of the credentials for Authentication and access to the Service (including any change of such details) and shall take all the necessary measures to ensure that the credentials are used properly and kept secret and not revealed to unauthorized persons.
4.2. The User shall immediately inform N4R of whether there are any reasons to believe that the credentials for Authentication have, or are likely to have, become known by unauthorized persons or are likely to be used in an unauthorized manner.
4.3. N4R reserves the right to suspend the account of any User and access to the Service, should it deem that any problem exists or is likely to exist concerning security or unauthorized use of the same.
4.4. The User shall be responsible for the truthfulness of the information and personal details provided upon Authentication. The User shall immediately notify N4R of any change in the information and personal details provided upon Authentication or have them directly updated, if possible, so that such information and personal details may be constantly up-to-date, accurate, complete and true. If any false, inaccurate or incomplete information or personal details have been provided, or if N4R has a strong suspicion of that, N4R shall be entitled to prevent the User from using the Service.
5. Use of the Service and of the Chat
5.1. The Service is provided and the Chat is made available exclusively for the User’s personal use. The User may not resell or attempt to resell the Service or any part or structure thereof, including Content or User Information, to any third party, or use the Service and the Chat in order to operate any business, professional or commercial activity, including publication, promotion, placement or any other form of marketing of goods or services, without the prior written consent of N4R.
5.2. The User must not exploit or use the Service or the Chat in such a way as to: (a) cause detriment to N4R or the Publisher (or to third parties that provide the Publisher with contents, including editorial ones), or (b) cause detriment to the Services, to the Publisher’s Website or to N4R Website, (c) cause damage or prejudice to the interests, including economic ones, and the image of N4R, of the Publisher, of other Users or of third parties.
5.3. The User acknowledges and agrees that the liability for all Contents that are publicly accessible or for the User Information transmitted through the Chat is solely and exclusively borne by the persons who originate said Contents or User Information, including possible links to other web sites or resources. Therefore, the User undertakes to assess and bear all the risks associated with the use of said Contents. The User further acknowledges and agrees that N4R shall in no way be held liable, directly or indirectly, for the content of said websites or resources and, therefore, for any damage suffered by the User in relation thereto.
5.4. The User accepts and agrees that N4R has the right to store, archive and process the Contents and to reveal them to third parties to comply with legal obligations or orders issued by public authorities, including the judicial authority, or to respond to complaints that said Contents breach the rights of third parties, or to protect the rights of N4R or the other Users pursuant to the law and in compliance with the Agreement.
5.6. The Service must not be used by the User in such a way as to breach:
- the terms of any legislation, instruction, directive, provision of law or regulation issued by any competent authority and applicable to the User and relating to the Information and Contents exchanged through the Chat; or
- any instruction given by N4R pursuant to Articles 3.2 and 3.3 above.
5.7. The User must not use the Service:
- to send, receive, upload, download, use or reuse any Content or other information, including any Content provided by other Users or material that is offensive, abusive, indecent, obscene or that threatens or violates the privacy, copyright or other rights of third parties;
- to publish false, incorrect, misleading, defamatory or slanderous data (including personal information);
- to disturb, discomfort, molest or persecute other Users, third parties or the public;
- to send or offer unsolicited advertising or promotional material or to receive a response to any unsolicited advertising or advertising material sent using the Service or the Chat, including, by way of example, advertising, promotional material, junk mail, spam, chain letters, pyramids, with the sole exception of areas that might be reserved for such activities;
- to send, disseminate, upload, download or otherwise disseminate or exchange, maliciously or negligently, any material that contains viruses, or other code, files or programs that could destroy, interrupt or limit operation of the Service, of software and hardware of other Users or third parties;
- to interrupt the normal flow of communications activated in the ambit of the Chat or, in any event, to act in such a way as to compromise the ability of other Users to interact or perform exchanges in real time, if allowed;
- to interfere with or interrupt the Service, servers or networks linked with the Service;
- to falsify his or her own identity or otherwise to represent untrue facts to third parties, for example by presenting himself or herself to third parties as a representative of N4R, or of the Publisher, or as a community leader, guide moderator or host or otherwise lie about his or her own relationship with third parties;
- to collect or store or otherwise process the personal data of other Users or third parties in breach of the law;
- to upload, publish, send or disseminate Contents of third party Users without having the right to send or disseminate such contents according to the law or pursuant to an agreement (e.g. information that is confidential pursuant to the law or the will of the parties);
- to publish or provide material that might offend the Internet community, including expressions that promote fanaticism, racism, hatred, irreverence, harm or insults;
- to publish or provide pornographic, erotic or other content that is inappropriate for persons under the age of 18;
- to develop or create web pages that contain links to sites that promote or provide illegal contents or services, or contents or services that violate mandatory rules, public order or decency.
Furthermore, the User shall not be allowed to use the Chat not in compliance with the practice of any network or Internet standards, including Netiquette rules endorsed by national or international registration authorities.
5.8. N4R reserves the right to carry out control or surveillance activity on the Contents and User Information published in the Chats or otherwise made available in the Widgets. Without prejudice to the foregoing, N4R reserves the right to remove from the Chats, with no need to give notice thereof, any Content that violates or might violate or that N4R believes in good faith that may represent a violation of the Agreement, mandatory provisions of law or third parties’ rights or should N4R believe that the rejection or removal of such information or contents is in any event necessary in order to: (1) comply with the provisions of law or orders issued by public authorities in compliance with the provisions of law; (2) prevent or halt any violation of the Agreement or the law, or to enforce its own rights under the Agreement, or protect itself against complaints by third parties claiming that their rights have been violated; (3) protect the rights of N4R or the rights of third parties.
5.9. Without prejudice to the foregoing, N4R shall not be held liable in any way should the User Information or the Contents be illegal or violate any mandatory provision of law or third party rights, except for the case where N4R learns about the aforementioned Information and has not promptly removed it or prevented access thereto.
5.10. If the User or anyone else, with or without the User’s knowledge or consent, uses the Service in breach of the Agreement, N4R may consider said violation as a substantial breach of the Agreement that cannot be remedied and may, consequently, terminate the Agreement.
5.11. The User must indemnify N4R against any claim or lawsuit initiated or threatened against N4R by third parties as a result of the fact that the Service or the Chat is used by the User in breach of this Article and in breach of any other provision of the Agreement. N4R shall notify the User of any such claim or action and keep the User informed about the progress of these claims or actions.
6. Intellectual Property Rights
6.1. The intellectual property rights connected with the Service or the Chat made available by N4R are and remain the property of N4R or its licensors.
6.2. N4R grants the User, for the entire duration of the Agreement, a free, non-exclusive and non-transferable license for the use of the software underlying the Widget and through which it is possible to use the Chat and the Service exclusively for the personal use of the User of the Service.
6.3. The User is expressly forbidden to copy, reproduce, adapt, modify, decode, reverse engineer, disassemble, decompile, or translate in any way or create works originating from the software underlying the Service and the Chat (as well as the relevant updates thereof).
7. Limitation of Liability
7.1. N4R is not liable towards the User either for contractual liability or illegal acts (even if this is the consequence of minor negligence, but excluding cases of malice or gross negligence) or other reasons for: (a) direct or indirect losses of profits or business, or for any indirect or consequential damage or loss or for any destruction of data, (b) acts or omissions of the Publisher, of other providers of telecommunications or Internet services or for defects or faults attributable to their systems, or (c) any damage however suffered in connection with the use of the Service or of the Chat by the User.
7.2. The Parties agree that if one provision of the Agreement is found to be, in whole or in part, null, invalid or unenforceable, including any provision of the Agreement that entirely or partially limits the responsibility of N4R, by any competent court, supervisory authority, or administrative authority, including the Autorità per le Garanzie nelle Comunicazioni (“Italian Communications Authority”), the remaining provisions of the Agreement shall not be affected thereby.
8. Force Majeure
8.1. If one of the parties is unable to comply with the commitments undertaken pursuant to the Agreement due to facts beyond its control or that are not attributable to the same, such as – by way of example but not limited to – lightning, floods, exceptional atmospheric events, fire, explosions, wars, civil disorders, strikes (even not involving the party’s own employees) or acts by the local or central government or other competent authorities or events that go beyond the control of the party’s own suppliers, such party shall not be liable towards the other party for the default.
9. Withdrawal From the Agreement
9.1. Each party may withdraw from the Agreement at any time by giving to the other party a 5-day notice, in accordance with the provisions of Article 14 below or with the law.
9.2. The provisions on withdrawal for the user qualified as consumer pursuant to legislative decree 206/2005 must be guaranteed, as far as applicable.
10. Breach of the Agreement
10.1. If the User does not fulfill any of the obligations undertaken pursuant to Article 5 (Use of the Service and of the Chat), N4R may lawfully declare the Agreement terminated pursuant to and in accordance with Article 1456 of the Italian Civil Code.
10.2. If the User breaches any obligation undertaken pursuant to the Agreement, N4R may suspend all or part of the Service without any prejudice to its right to terminate the Agreement.
10.3. The User agrees that N4R will be entitled to suspend all or part of the Service and of the Chat not only pursuant to clause 10.2 above, but also if such suspension is anyway necessary to: (a) comply with the provisions of law or orders issued by public authorities in compliance with provisions of law; and (b) prevent or halt any breach of the Agreement or the law, or to enforce its own rights under the Agreement, or protect itself against complaints by third parties claiming that their rights have been breached; and (c) protect the rights of N4R or the rights of third parties.
10.4. Should the Publisher’s Website become unavailable, for any reason whatsoever, also the Service or the Chat may be unavailable to the User, in such event, N4R shall in no way be liable for the interruption of the Service or the Chat.
10.5. Failure or delay by a Party to exercise one of the rights, authority or power under the Agreement shall be deemed as a waiver limited to the individual case and shall not prevent partial or full exercise by this Party of any of its rights or authority.
11. Confidentiality and Personal Data Protection
12. Effects of the Termination of the Agreement
12.1. In case of termination, for any reason or cause, of the Agreement, the provisions under Articles 7, 11, 14 and 15 shall remain in force.
13.1. None of the parties may assign or transfer any right or obligation provided for by the Agreement without the prior written consent of the other party.
14.1. Except as provided for in clause 2.3, all notices to be made pursuant to the Agreement must be in writing:
- if to N4R: to N4R address indicated in the Authentication form or visible on N4R Site or to any other address N4R communicates to the User or through any specific form made available by N4R;
- if to the User, to the email address communicated upon Authentication, if available.
15. Applicable Law and Jurisdiction
15.1. The Agreement shall be governed by the Italian law, with a focus on the rules on consumer protection under Legislative Decree No. 206/2005 and the rules on information societies under Legislative Decree No. 70/2003.
15.2. Any dispute that may arise from the interpretation and performance of the Agreement shall be submitted to the exclusive jurisdiction of the Court of Milan, except for the mandatory forum of the place of residence or address for service of the User acting as a consumer within the meaning under Legislative Decree 206/2005.
15.3. Any dispute that may arise on the interpretation and performance of the Agreement may be resolved through an out-of-court complaint and redress mechanism as per Regulation (EU) No 524/2013 (ODR Regulation), accessible through the following link: https://webgate.ec.europa.eu/odr.