Acceptance Agreement
B2B W3 Marketplace Service Acceptance Agreement
PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS, THAT REGULATE THE AGREEMENT!
1. Acceptance of Terms
1.1 WELCOME TO NICOSHOP'S B2B W3 MARKETPLACE (the "Service"). Please find following the terms and conditions of B2B W3 Marketplace Service Agreement (the "Agreement") between your Company (the "Member") and NicoShop ("NicoShop"). NicoShop gives you access to the Service through the Uniform Resource Locator (the "URL") b2b.nicoshop.com (the "Site"). By using this Service you agree and accept the following terms and conditions. AFTER COMPLETION OF THE REGISTRATION PROCESS AND CLICKING THE "I AGREE" BUTTON, YOU CONFIRM YOUR AGREEMENT WITH THE TERMS OF USE AND NICOSHOP'S PRIVACY POLICY.
2. General
2.1 This Agreement and the Privacy Policy constitute the overall agreement between the Member and NicoShop with respect to accessing and use the Site, and supersedes any prior written or non-written agreement related to the same subject.
2.2 NicoShop and the Member are independent contractors, without any third party intermediate relationships (agencies, partnerships, joint ventures, etc.).
2.3 This Agreement shall be governed exclusively by the Italian Law. In case of controversy, the parties to this Agreement hereby submit to the exclusive jurisdiction of the Italian Law Court.
3. Description of the Service
3.1 NicoShop offers 3 levels of subscription to the Service:
 This subscription is Basic subscription. Gold subscription lasts 1 Month and entitles you to register as an Author, to submit 1 content per day in the Categories related to Sections. New Categories and Sections can be added later. GOLD - 1 MONTH FOR FREE!
This is the most complete solution for Professionals. Platinum subscription lasts 12 Months and entitles you to register as an Author, to submit 1 content per day in the Categories related to Sections (new Categories and Sections can be added later), at a cheap price + translation in Italian language of Title Text, Introductory Text, Keywords, Description (Metadata) of any submitted content, without any additional charge. Title Text and Introductory Text are very important because they give an abstract of the article contents; showing them in Italian language is much more important because, together with the Italian translation of Keywords and Description (Metadata), they allow a better indexing by Search Engines, thus reaching ALL Italian Customers. PLATINUM - 12 MONTHS @ LESS THAN 1 EUR PER DAY!
The Service has no limit in time (the subscription renewal is at your sole discretion) and features the following benefits ("Member Benefits"):
- Company Profile - allows each Member to submit, display and edit all the informations concerning its Company, such as Company Name, Address, Country/Region, Contact Person, Contact Phone, etc.
- Contents - allows each Member to submit, display and edit the Title Text, Introductory Text (max 800 characters, included spaces), Main Text (no limit in length - including texts, images, media audio and video) of one (1) content per day.
- Every potential Customer can access the Site (no need to authenticate, no restrictions about the Contents submitted by Members).
- Unlimited contents for Customers - allows each Member to submit and publish on the Web Site an unlimited number of contents (1 content per day for the whole subscription period).
- Opportunity to insert the Company data into the submitted content (only PLATINUM subscription).
- Unlimited Messages from/to other Members - allows each Member to receive an unlimited number of posts, requests, quotations, etc. from the other Members (only PLATINUM subscription).
- Site Forum, for FREE, for all registered Members (only PLATINUM subscription).
- Blog, Image Gallery, Profile Gallery, Guestbook, Advertising, WebTV and much more...
3.2 The Service is only available to:
- Juridical persons owning a valid VAT registration number.
3.3 NicoShop shall activate a Member Login and Password (chosen by the Member during registration) to each Member to access the Site. Each Member will be solely responsible for keeping confidential its Member Login and Password and for all the operations occurring during the use of the Service, after being authenticated by the system. Each pair of Member Login and Password is unique and each Member is responsible not to share or permit the use of its Account to other people outside its Member's Company profile. The disagreement of the above mentioned clause will cause a damage to NicoShop and each Member shall indemnify NicoShop against any loss or damages (including but not limited to loss of profits) suffered by NicoShop. Each Member hereby confirm, at best of its knowledge, to notify NicoShop of any unauthorized use of its Account or any other lack of security. Each Member hereby agrees that NicoShop shall not be responsible for any loss or damages arising from the Member's failure to comply with this paragraph.
3.4 NicoShop reserves the right to introduce new features, functionalities or applications to the Service or to future versions of the Service. All new improvements, modifications and upgrades shall be governed by this Agreement, unless otherwise specified by NicoShop.
3.5 NicoShop makes its best to guarantee the best possible Service available. Each Member hereby agrees that in no event shall NicoShop be responsible to the Member or any third party for the unavailability of the Service (due to temporary unavailability of the server, system maintenance, changes or unpredictable reasons). Each Member agrees that any claim against NicoShop for premature end of the Service shall be limited to the amount of subscription fees paid by the Member, related to the unused subscription period.
4. Member Responsibilities
4.1 Each Member hereby guarantees to
- provide true, accurate, up-to-date and complete information about itself and its business
- maintain and promptly update all informations to keep them true, accurate and complete.
4.2 Each Member hereby guarantees that the use of the Service and the Site SHALL NOT:
- contain fraudulent informations or make fraudulent offers or involve selling of counterfeit or stolen items or items whose sales is prohibited by any applicable law, or otherwise promote any illegal activity;
- defraud other Members or other users of the Service;
- violate or otherwise encourage the violation of any third party's copyright, patent, trademarks, or any proprietary right;
- violate any applicable law or regulation (including those applying to export control, consumer protection, unfair competition, discrimination or false advertising);
- contain obscene information or contain any pornographic or sex-related merchandising or otherwise promote sexually explicit materials or any content that's harmful to minors;
- promote any kind of discrimination (race, sex, religion, country, handicap, age);
- contain any material that constitutes unauthorized advertising (including but not limited to spamming);
- attempt to copy, reproduce, exploit or download NicoShop's proprietary directories, databases and listings;
- violate the integrity of the computer or networked systems used by NicoShop and/or by any user of the Service, attempting to gain unauthorized access to such computer systems.
4.3 Each Member acknowledges and agrees that NicoShop shall not be required to monitor the content of any message or material published on the Site. NicoShop does not verify or otherwise certify the contents of any material made by any Member. Each Member is solely responsible for the contents submitted and published on the Site.
4.4 If any Member breaks the warranties and agreements of paragraphs 4.1, 4.2, 4.3 above, NicoShop has the right to suspend or finish the Service without any compensation, and will refuse any possible future use of the Service. Furthermore, NicoShop reserves the right to remove any material which violates this Agreement.
4.5 Each Member agrees that NicoShop is not responsible for any content uploaded by such Member or third parties, including fraudulent, false, offensive, inaccurate material and that any possible damage coming from such content rests completely with such Member.
5. Privacy Policy
Personal data are collected with respect to the Italian Law which regulates the treatment of personal data and Privacy Policy. For information about NicoShop's Privacy Policy, please refer to our "Privacy Policy" on the Site.
6. Transactions between the parts (Buyers and Suppliers)
6.1 NicoShop provides an electronic web-based platform for sharing informations between buyers and suppliers of products and services. NicoShop does not represent the seller nor the buyer, does not charge any commission and is not involved in any transaction. As a result, NicoShop does not verify and is not liable to or responsible for the quality, warranty, lawfulness or availability of the products or services offered for sale on the Site.
6.2 NicoShop spend its best efforts to verify the accuracy of the informations provided by the Members when they register on the Site. However, because user verification on the Internet is very difficult, NicoShop cannot confirm each Member's identity. We suggest you to use the tools available on the Internet, as well as common sense, to evaluate with whom you are dealing.
6.3 Each Member acknowledges that any transaction and sale is fully at its sole risk. Such risks might include fraudolent products and services, unsatisfactory quality, failure to meet specifications, defective products, delays in delivery or payment, costs misunderstanding, terms of warranty, contracts and transportation insurance. Each Member agrees that NicoShop shall not be responsible for any damages coming from such transaction risks.
7. Use of Site Forum
7.1 NicoShop provides to its Members, free-of-charge, a Forum on the Site to promote and encourage honest and respectful sharing of informations between the Members. The Forum on the Site shall be used in conformance to what's expressively written in paragraph 4.2.
7.2 Each Member acknowledges that all data, text, software, multimedia, messages or other materials ("content"), whether published on the Site or transmitted through the Site Forum, are sole responsibility of such Member from whom the content originated. This means that the Member, and not NicoShop, is completely responsible for all content uploaded to the Site Forum. NicoShop does not verify the content submitted and therefore does not guarantees the accuracy, integrity or quality of such content.
7.3 NicoShop reserves the right to delete any postings in its sole discretion without prior notice. NicoShop may monitor posting activities of any Member and may restrict their ability to post messages on the Site Forum, if they are not respectful of this Agreement.
7.4 Each Member agrees not to use the Site Forum to:
- upload, post or e-mail any content that is unlawful, harmful, abusive, offensive, obscene and doesn't respect the Privacy Policy statements;
- upload, post or e-mail any content that infringes any intellectual property rights of any party;
- upload, post or e-mail any unsolicited or unauthorised advertising, promotional materials, "junk mail", "spam", "chain letters", or any other form of solicitation;
- upload, post or e-mail any material that contains computer viruses or any other computer code designed to interrupt, destroy or limit the operations of any hardware and software component;
- harm minors in any way;
- steal the identity of any person or entity, or disguise the origin of any content;
- collect or store other user's personal data.
7.5 NicoShop reserves the right to prevent a Member's breach of Clause 7.4 including the following:
- issue a warning letter to the Member (light infringement to this Agreement) or
- remove the Member from the Site Forum (heavy infringement to this Agreement).
8. Limitation of Liability
8.1 THE FEATURES AND SERVICES ON THE NICOSHOP SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND NICOSHOP HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, FOR ANY CONTENT PUBLISHED BY THE MEMBERS THROUGH THE SITE.
8.2 NICOSHOP DISCLAIMS ALL WARRANTIES ABOUT THE ACCURACY, RELIABILITY, QUALITY, COMPLETENESS OF ANY INFORMATION PUBLISHED BY THE MEMBERS THROUGH THE SITE.
8.3 Any content downloaded or otherwise obtained through the Site is done at each Member's sole discretion and each Member is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material.
8.4 Each Member agrees that NicoShop is not responsible for any material posted by others, including offensive, unlawful material and that the risk of damage coming from such material rests entirely with each Member.
8.6 NicoShop is not responsible for any direct, indirect, incidental or consequential damage (including but not limited to damages for loss of profits or savings, business interruption, etc.), or any other damage derived from any of the following:
- the use or the unavailability of the Site;
- any defective goods, samples, informations or services purchased from a Member or a third-party service provided through the Site;
- unauthorized access to personal data or private information of any Member;
- operations of any Member of the Site.
9. Intellectual Property Rights
9.1 NicoShop is the exclusive owner or licensee of all the rights to the Site and the B2B W3 Marketplace content. The Site and B2B W3 Marketplace content embody intellectual property rights protected under worldwide copyright laws. All title, ownership and intellectual property rights of the contents published on the Site shall remain with NicoShop, its affiliates or licensors. All rights not otherwise claimed under this Agreement or by NicoShop are hereby reserved.
9.2 "NICOSHOP", "NICOSHOP.IT," "B2B W3 MARKETPLACE" and related icons and logos are registered trademarks of NicoShop and are protected under applicable copyright, trademark and proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly forbidden.
|
