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The following terms have the meaning below expressed in the present general terms, being understood the terms defined as plural include the singular and vice-versa:
means the software owned by Gooruf LTD that gives search results according to the keywords typed by the User or the Member in the relevant internal search field available on Gooruf;
means any third party’s software or website that uses or has access to Gooruf as well as any other third party’s element that receives data from Gooruf such as, as a way of example, Google®, Facebook®, LinkedIn® and Twitter®;
means images, pictures, videos, music files, texts, drawings, trademarks, tradenames, logos, models, other information, hypertext and anything else divulged to the User through Gooruf;
means the agreement, being an integral and substantial part of the Premium Company Agreement, regulating the calculation method of the consideration due by the Premium Company to Gooruf LTD for the activation of the Microsite and the payment conditions (see http://www.gooruf.com/uk/terms-premium-payments);
means the web-based platform with informative and advertising purposes owned by Gooruf LTD specialised in the financial services field and accessible, in particular, at the Internet address https://gooruf.com;
means Gooruf LTD, English company, subject to the direction and control of Blue Financial Communication S.p.A., with registered address at CityPoint - 11th Floor - 1 Ropemaker street EC2Y 9HT London (UK);
means a registered User on Gooruf;
means the virtual space on Gooruf consisting in a dynamic page managed by the Premium Company itself that allows the Premium Company to interact with Members and to publish Content;
means the products and services:
(i) sold by professionals or entities subject to the control of the Supervisory Authorities;
(ii) concerning the bank, insurance and finance sectors, including crowdfunding and equity crowdfunding even if not included in the preceding points;
(iii) similar to the above regardless the actual juridical system applicable to the Premium Company;
means a commercial subject active in the bank, insurance or financial sectors hosted on Gooruf through a dedicated virtual space;
means the entity identified in the Premium Company Activation Request;
means the present general terms for the Premium Company service available on Gooruf;
means the application form to apply for the Microsite filled-in by the Premium Company being an integral and substantial part of the Premium Company Agreement;
means the Gooruf internal search engine that gives results to the User on the basis of the Algorithm;
means any public or private entities that perform one or more of the following activities with reference to the commercial operators in a specific economic commercial field in order to safeguard public interests or interests spread among private citizens or companies: regulatory, permitting, supervision, sanctioning, penalty, investigations, checking of behaviors and of the violations of the operators;
means the agreement, being an integral and substantial part of the Premium Company Agreement, regulating the supply, from Gooruf LTD to the Premium Company, of the technical assistance for the use of the Microsite (see http://www.gooruf.com/uk/terms-premium-helpdesk);
means the agreement “Gooruf Terms of Service” already accepted by the Premium Company by using Gooruf and that is an integral and substantial part of the Company premium Agreement;
means any person which visits or use Gooruf and expressly includes Member, Company and Premium Company.
The contractual relationship between Gooruf LTD and the Premium Company concerning the Microsite service and the use of Gooruf is regulated by the Contractual Documents. The Contractual Documents must be interpreted so that the Clauses, including those having same title, complement each other avoiding that some supersede the others. In the event of disagreement among the Contractual Documents, provisions in the Premium Company Agreement prevail on the provisions of the Terms of Service.
The Premium Company Agreement regulates rights and obligations of Gooruf LTD and of the Premium Company with reference to the management and use of the Microsite.
The Premium Company acknowledges that the Microsite will be active on the Italian language version of Gooruf or in the English language version of Gooruf, not on both.
The Premium Company acknowledges that
a) the Microsite and the Content published on the Microsite are public and accessible by any User;
b) the Microsite name and the relevant Internet domain address is decided by Gooruf LTD upon its unquestionable decision at the moment of activation of the Microsite;
c) the Microsite’s purposes are only those to provide information to the Users and to allow interaction with Members, including advertising purposes, concerning the Premium Company’s activities and Products, but no actual sales are allowed.
The Premium Company grants Gooruf LTD with the right to save copies of the Microsite during the validity of the Premium Company Agreement and after the termination of the Premium Company Agreement. It is understood that Gooruf LTD is not obliged to keep backup copies of the Microsite.
The Premium Company keeps the intellectual property rights, if any, over the Content published by the Premium Company on the Microsite.
The Premium Company is liable for all and any of the Content published on the Microsite and of the information divulged on or through Gooruf, including those possibly preloaded by Gooruf LTD before the activation of the Microsite.
The Premium Company grants Gooruf LTD with a free, non-exclusive, transferable, assignable, open-ended and global license for all of the Content published on the Microsite and on Gooruf so that Gooruf LTD can use, store, copy, modify, create derivative works (such as translations, adaptations or other amendments), publish, perform in public and distribute the Content. Such a license is valid even if the Premium Company Agreement is terminated. The Premium Company declares to possess the rights necessary to legitimately grant Gooruf LTD with the present license on the Content.
The Premium Company acknowledges that Gooruf LTD may save backup copies of the Content for a limited period of time.
The Premium Company acknowledges that an Application may request authorization to have access to the Content and other information of the Premium Company as well as to the Content and information shared by the User.
Terms and conditions accepted by the Premium Company when adding the Application to the Microsite regulate the way the Application may use, store and transfer the Premium Company’s Content and information.
The Premium Company acknowledges that Gooruf LTD is not liable under any circumstances on the functionalities of the Applications and on the actual interoperability between Gooruf and the Applications.
The Premium Company undertakes not to use the Microsite:
a) in a way or for purposes not allowed under the law and applicable regulations;
b) for purposes other than informative and advertising ones concerning its own activities and Products;
c) for spamming or similar activities, nor for the promotion of pyramid scheme chain letters and similar activities;
d) to spread IT viruses or other technologies that may compromise, even if only theoretically, Gooruf LTD, Gooruf, the User or third parties.
The Premium Company undertakes not to:
a) sell Products on the Microsite;
b) collect User’s details in an illicit way;
c) publish Content which is false, misleading, fraudulent, deceptive or that infringes third party’s rights or includes personal or sensitive third parties data;
d) publish Content which is insulting, vulgar, threatening, pornographic or the incites to hatred or violence or including images of nudes, or explicit or gratuitous violence;
e) try to obtain log-in information or to access accounts of Members or other Providers;
f) use Gooruf or the Microsite for illicit, misleading, malevolent or discriminatory purposes;
g) start actions that may impede, overload or compromise the correct functioning or the look of Gooruf or of the Microsite, as a way of example a denial of service attack or other actions of disturbance that may interfere with the pages rendering or with other functions of Gooruf or of the Microsite.
The Premium Company is the only person liable for the truthfulness, legitimacy, accuracy and rightfulness of the use of the Content that the Premium Company publishes on Gooruf and on the Microsite, as well as of the materials and information sent to the Users.
The Premium Company undertakes to keep Gooruf LTD harmless and indemnified against any liabilities, actions, requests, including those for damages, expenses and costs that any third party may arise with reference to the Content published by the Premium Company on Gooruf and on the Microsite, with no prejudice to the liability for damages caused to Gooruf LTD.
Gooruf LTD has the right to amend or substitute the domain name of Gooruf or of the Microsite with no liability towards the Premium Company and with no right of the Premium Company to terminate the Premium Company Agreement.
Shoud the Premium Company be in breach of the provisions under the Contractual Documents, Gooruf LTD will have the right to, upon its unquestionable decision and with no liability towards the User and no right of the Premium Company to terminate the Premium Company Agreement:
a) delete the Premium Company’s profile and the Microsite;
b) remove the Content from the Microsite and from Gooruf;
c) suspend the publication of the Microsite and the supply of the Microsite service;
d) deny the Premium Company further access or registration to Gooruf;
e) start any possible action against the Premium Company, including those aiming at recovery of damages.
Gooruf LTD has the right to amend, update, suspend, limit or interrupt Gooruf in any moment and with no liability towards the Premium Company.
The provisions concerning the calculation of the fee, invoicing and the payment of the services under the Premium Company Agreement are regulated in the Economic Conditions.
The Premium Company undertakes to correctly fulfil the provisions of the Economic Conditions.
Gooruf LTD undertakes to supply to the Premium Company the Technical Assistance as better regulated in the relevant document.
Gooruf LTD is not responsible towards the User or any third parties for:
a) profit, customer, use or data losses regardless their predictability;
b) special, incidental, indirect, consequential or punitive damages of any kind (regardless if it was aware of the possible occurrence of such damages), including those (i) deriving from profit, customer, use or data losses regardless their predictability, (ii) based on possible presumptions of liability, including breach of contract or of warranty, negligence or other illicit actions, or (iii) deriving from any other complaint arising from, or in connection with, the use of Gooruf.
Total liability of Gooruf LTD towards the User for any possible request of damages is limited to € 1,000.00.
Gooruf LTD is not liable for errors, omissions, interruptions, deletions, defects, operative or transmission delays, malfunction of the communication network, theft, destruction, unauthorized access or alteration of any content concerning Gooruf.
Gooruf LTD is not liable for any possible technical issues or problems concerning telephone networks or lines, online elaboration systems, servers and providers, IT appliances, software, errors in emails or software that negatively affect Gooruf’s functionalities.
The Premium Company Agreement does not limit nor exclude Gooruf LTD’s liabilities for willful misconduct or gross negligence.
Limitations and exclusions in the present Clause apply in the maximum fashion allowed under the law.
Gooruf, the Microsite and its functions are offered ”AS IS”.
Gooruf LTD does not provide any warranties, whether explicit or implied, including implied warranties concerning non-infringement, merchantability and fitness for a particular purpose.
In particular, Gooruf LTD does not provide any warranties concerning (a) fitness of Gooruf or of the Microsite to the Premium Company’s needs, (b) availability of, and absence of errors in, Gooruf and the Algorithm, (c) quality of Gooruf and of the Algorithm and (d) fix of possible errors in Gooruf and in the Algorithm.
Limitations and exclusions in the present Clause apply in the maximum fashion allowed under the law.
The term “Intellectual Property Rights” means Gooruf, the Algorithm, patents, utility models, designs and models, copyright, trademarks, service marks, rights over the topography of semiconductors, databases, confidential information, including know-how and commercial and industrial secrets, moral rights or other similar rights in any Country and, regardless the actual filing, the possible requests for registration of any of the preceding rights and all of the rights regarding the filing of the requests for registration of one of the preceding rights which are property of, licensed to or in any case legitimately utilised by, Gooruf LTD.
During the execution of the Premium Company Agreement, the Premium Company may be made privy of all or part of the Intellectual Property Rights.
Therefore, the Premium Company:
(i) that the Intellectual Property Rights are and will be in any moment Gooruf LTD’s property;
(ii) that the Premium Company is not allowed to disclose or to use the Intellectual Property Rights;
(iii) to be liable towards Gooruf LTD for any improper disclosure or improper use of the Intellectual Property Rights made by the Premium Company;
b) undertakes to:
(i) treat the information concerning the Intellectual Property Rights with the highest degree of care and confidentiality and not to disclose, provide or in any case communicate those to third parties;
(ii) return or delete all of the documents in its possession regarding the Intellectual Property Rights at the termination of the Premium Company Agreement.
The confidentiality obligations are valid and effective for a period of 10 years after the termination of the Premium Company Agreement.
The Premium Company Agreement is valid starting from the date of signing with no ending date.
Each party has the right to withdraw with no cause from the Premium Company Agreement by sending to the other party a written communication with evidence of receipt. The withdraw is effective from day 1 of the month next to the one of the withdrawal right exercise.
The withdrawal from the Premium Company Agreement does not automatically cause the termination of the Terms of Service.
Gooruf LTD has the right to immediately terminate the Premium Company Agreement if the Premium Company is in breach of any of the provisions under Clauses “Obligations of the Premium Company”, “Consideration and Payment” and “Intellectual Property and Confidentiality”.
The Premium Company can not transfer or assign, as a whole or in part, the Contractual Documents to third parties without Gooruf LTD’s prior written consent.
The Premium Company already grants Gooruf LTD with the authorization to assign, as a whole or in part, the Contractual Documents to a third party in any moment, including assignment or sale of a business as a going concern.
Any communications to be made according to the Premium Company Agreement will be in writing and will be sent by registered letter with return receipt, telegram or facsimile with confirmation of receipt o through email at the addresses identified, with reference to Gooruf LTD, in the Premium Company Agreement and, with reference to the Premium Company, in the Premium Company Activation Request.
The Premium Company Agreement is binding on the parties and on their respective successors.
The Contractual Documents represent the final and complete definition of the relations between the parties with reference to its scope, constitute the only source of rights and obligation between them, and overrule and extinguishes any previous agreements whether written, oral or de facto.
Each party declares that the execution of the Premium Company Agreement is not based on pre-contractual declarations.
Gooruf LTD has the right to unilaterally amend the Contractual Documents by sending to the Premium Company a proper communication. Such amendments will be considered as accepted by the Premium Company after 30 days from the communication. This is with no prejudice to the withdrawal right of the Premium Company under Clause “Duration and Withdrawal”.
Mere silence, or the absence of a prompt reaction, of Gooruf LTD in case of any breach of the Contractual Documents by the Premium Company will not be construed as acceptance of the violation or as a waiver of the right to demand fulfillment of the obligation, or as a waiver of the rights and/or powers of Gooruf LTD.
Rights and remedies provided in the Contractual Documents are not exclusive but are in addition to those available under the applicable law.
Clause titles are inserted only for enhancing the Premium Company Agreement understanding and, therefore, they should not be taken into account for its interpretation.
Should a provision of the Premium Company Agreement or of the Economic Conditions be judged null or invalid by a court or another competent authority, such a provision will be considered erased from the relevant agreement and the remaining provisions will remain effective and valid.
The Premium Company Agreement is regulated by the law of England&Wales with the exception of the relevant provisions on international private law.
Any disputes concerning the interpretation, performance, termination or validity of the Premium Company Agreement is subject to the exclusive jurisdiction of the Courts of London (Great Britain).