APPS BUILDER may, from time to time, update, modify or amend these Terms of Service, and post these changes at http://www.apps-builder.com/pag/terms. Such updates, modifications, amendments shall be effective immediately upon publishing on the Website. Any updating of the Service, including the release of new features, tools and resources, shall be subject to these Terms of Service. Continued use of the Website and the Service after any such modification shall constitute Customer's consent to such changes. Should APPS BUILDER modify the present Terms of Service, it will duly inform its Customers [via email?]
APPS BUILDER and Customer shall be also jointly referred to as the 'Parties' and individually as a 'Party'.
1. APPS BUILDER Service
APPS BUILDER has developed and host a platform that enables the Customer to create and manage personalized mobile applications for Iphone, Android and Ipad, develops and provides plug-in, providing any related support services (the ’Service’). The Service also includes the Site and all the other services provided to the Customers by APPS BUILDERS, based on the plan purchased, including all software, data, text, images, sounds, videos, and other content made available to the Customers anyhow through the Site, softwares and/or devices. Any new features added to or augmenting the Service are also subject to these Terms.
These Terms of Service shall apply also in case the Customer registered for any kind of free trial period.
By completing the registration process, the Customer agrees to and undertakes to fully compy with the present Terms of Service and may establish an account ('Account') to access the Service. Customer shall provide truthful and accurate information during the registration process. Customer undertakes to be held fully responsible for any account and application created and published by accessing the Service and for all activities and actions taken in connection to the Service.
Customer shall immediately notify APPS BUILDER of any unauthorized use of its Account which can be of any detriment to APPS BUILDER or of its Website security.
Customer is responsible for maintaining the security of its Account and password. APPS BUILDER cannot and will not be liable for any loss or damage from Customer's failure to comply with this security obligation.
Customer is responsible for all contents posted, including but not limited to text, photos and videos ('Content') and activity that occurs under its Account (even when Content is posted by others who have access to its Account).
Customer shall not use the Service for any illegal or unauthorized purpose. Customer must not, in the use of the Service, violate any law in its jurisdiction (including but not limited to copyright laws).
APPS BUILDER shall have the right to modify or discontinue the Service at any time, temporarily or permanently, with or without notice to the Customer.
At any time APPS BUILDER may release updates to the Service which may add, modify and remove features from the Service and application. APPS BUILDER reserves the right to push out such updates automatically. APPS BUILDER will make its best efforts to communicate to the Customer in advance of an upcoming update, detailing changes involved by the update.
APPS BUILDER shall have the right to publish advertising banner ('ADV Banner') through the Customer's apps created with the Service, when applicable. APPS BUILDER will make its best effort to avoid the publication of violent, obscene or offensive ADV Banner.
2. Fees and Payment
APPS BUILDER shall invoice Customer (via email in a pdf format to the email address indicated in the relevant Customer Order Form) for (i) set-up fee ('Set up Fee'), (ii) monthly service fee ('Service Fee'), and/or (iii) any other applicable fee as set forth in the Customer Order Form.
APPS BUILDER shall have the right to change the payment terms and fees agreed into the COF upon thirty (30) days prior written notice.
The Service is non-refundable. Set up Fee, Service Fee and any other applicable fee that have been already paid by the Customer will never be refunded, not even upon termination of the present Agreement.
Should APPS BUILDER autonomously increase Service Fee, Customer shall have the right to terminate the Agreement by written notice given no later than sixty (60) days from publishing the changes on the Website by APPS BUILDER.
3. Technical Support
Except for free accounts, the Service includes email support ('Technical Support') through this email address: email@example.com.
4. Intellectual Property
Either Party shall respect the other Party intellectual property rights.
The Website and the Service are owned and operated by APPS BUILDER. APPS BUILDER exclusively owns all right, title and interest in and to the Website and the Service, including all associated intellectual property rights. This Agreement is meant to grant Customer use of the Website and the Service and in no event it transfers any APPS BUILDER or third party intellectual property right to the Customer. APPS BUILDER, APPS BUILDER.com, the APPS BUILDER logo, and all other trademarks, service marks, graphics and logos used in connection with the Website or the Service are trademarks or registered trademarks of APPS BUILDER or APPS BUILDER's licensors or third parties. Customer use of the Website and the Service is not deemed to be Customer right or license to reproduce, duplicate, copy or reuse any part of the Website or the Service or otherwise use any APPS BUILDER or third party trademark.
APPS BUILDER claims no intellectual property rights over the material provided by the Customer. Customer's application and contents uploaded remain property of the Customer. By using the Service, Customer warrants to have the full right and ownership of any and all copyrighted material uploaded to, or distributed through, the Service. By using the Website and the Service to create an application, Customer agrees to allow end users to view and share the published contents.
Customer shall grant APPS BUILDER the right to use the Customer's logo to create an advertising banner or page to be published on the APPS BUILDER Website and any related advertising material.
Customer shall be solely responsible for securing and paying for all digital delivery licenses, mechanical licenses, any public performance licenses, synchronization licenses and any other licenses from all copyright owners (or their agents) required in connection to all Content selected by the Customer for use in connection with the Service.
In any event Customer or its end users infringe or repeatedly infringe the copyrights or other intellectual property rights of APPS BUILDER, Customer or any third party, APPS BUILDER will, at its sole discretion, terminate or deny access and use of the Service without any liability towards Customer or its end user.
5. Term and Termination
This Agreement shall commence by the date the Service is made available to Customer (the 'Ready for Service Date' or 'RFS') and shall continue for a minimum period of twelve (12) months (the 'Initial Term'). The Agreement shall be renewed automatically for successive renewal terms ('Renewal Terms') equivalent in duration to the Initial Term, unless terminated by one Party by providing a thirty (30) days written notice of its intention not to renew this Agreement prior to the end of the Initial Term or any current Renewal Term.
APPS BUILDER may terminate the Agreement at any time, upon thirty (30) days prior written notice.
6. Disclaimer of Warranties
The use of the Service is at Customer's risk. The Service is provided in 'as is' manner. APPS BUILDER and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither APPS BUILDER nor its suppliers and licensors, makes any warranty that the Service (i) will be error free or that access thereto will be continuous, timely, secure or uninterrupted, and (ii) will meet Customer specific requirements.
7. Customer Responsibility
Customer is the owner of any property and commercial exploitation right of any material, data and information (including text, graphics, audio file or computer software) provided to APPS BUILDER and/or to any company as set out by APPS BUILDER for the execution of this Agreement.
Customer is solely responsible for any activity taken in connection with the Service (including plug-in installation), for any Content published through the Website and the Service (including text, graphics, audio or computer software) and for any damage resulting from such activity or Content.
Customer grants APPS BUILDER a world-wide, royalty-free, transferable, sub-licensable, and non-exclusive license to use, reproduce, modify, adapt and publish any Content submitted through the Service solely for the purpose of executing this Agreement. This license ends when Customer deletes such Content, or when Customer requests in writing to delete its Account.
Upon Customer request, APPS BUILDER will use reasonable efforts to remove any content published by the Customer through the Service, nevertheless Customer acknowledges that caching or references to the content may still remain available and viewable elsewhere, if the Content has been shared, copied, or stored by other users.
Without limiting any of those representations or warranties, should any Content violates any APPS BUILDER policy or is in any way harmful, violent, obscene or offensive, or it advocates violent or illegal activity, contains (or have the potential to contain) any computer viruses, or contravenes any law, statute or ordinance, or violates these Terms of Service, APPS BUILDER, in its sole discretion and with no liability, has the right to (i) refuse or remove such content and (ii) terminate or deny access to and use of the Service and the Website.
APPS BUILDER reserves the right to remove Content and accounts containing Content that is deemed to be, at its sole discretion, unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any Party's intellectual property or these Terms of Service.
Customer must not transmit any worms or viruses or any code of a destructive nature.
8. Limitation of Liability
APPS BUILDER shall not be liable for delays, malfunctions and/or interruptions of the Service arising out of: a) force majeure, including weather events; b) Customer or unauthorized third parties' tampering or intervention; c) Customer's misuse of the Services; d) telecommunication networks or hardware configuration or malfunction of the terminals or accessory equipment used by the Customer; e) delays, omissions, total or partial interruption of the Services due to telecommunication operators. APPS BUILDER shall not be liable toward the Customer, people directly or indirectly connected to the Customer and/or any third party for damages, loss of data or costs suffered as a result of incompatibility, malfunction, suspension or interruption of the Service, unless directly indictable to APPS BUILDER's fraud or gross negligence.
APPS BUILDER shall not be liable for ADV Banner published through the Customer's Account.
In no event APPS BUILDER shall be liable for indirect or consequential damages, unless any harm arises out of its fraud or gross negligence. In no event shall APPS BUILDER liability related to this Agreement exceed the fees paid by Customer to APPS BUILDER during the twelve (12) months period prior to the cause of action.
APPS BUILDER will make its best effort to provide tools that allow Customer's applications will be approved by online apps stores/market. Notwithstanding the foregoing, APPS BUILDER do not guarantee approval in such online apps stores/market. Should Customer's application is denied by online apps stores/market, Customer shall have the right to cancel its Account, provided that no refunds will be paid under any circumstances.
9. General Representation and Warranty
Customer shall indemnify, defend, protect and hold APPS BUILDER, its contractors, suppliers and licensors, and their respective directors, officers, employees and agents harmless from and against all liabilities, claims, damages, losses, costs, expenses and judgments (including reasonable attorney's fees and costs) and causes of action arising out of or in connection with this Agreement.
Each Party agrees that it and its employees shall maintain in confidence the terms and provisions of this Agreement and all information derived from the other Party in performance of its obligations hereunder, and that they shall not reveal the same to any persons not employed by the other Party except to the extent necessary to comply with applicable law, or the valid order of a court of competent jurisdiction or an arbitration tribunal, in which event the disclosing Party shall so notify the other Party as promptly as practicable (and, if possible, prior to making any disclosure) and shall seek confidential treatment of such information.
Each Party must comply to all applicable privacy laws and regulations, including D.lgs. 196/2003, and comply with any Information Commissioner's measure.
This Agreement constitutes the entire agreement between APPS BUILDER and the Customer and supersedes any previous communication, representation or agreement, either oral or written, with respect to the subject matter hereof. APPS BUILDER reserves the right, at its sole discretion, to amend, modify or replace any part of the Agreement by publishing on the Website at http://www.apps-builder.com/pag/terms any revised Terms of Service or other rule, policy or procedure. Customer shall be bound by any such amendment immediately following its insertion in the above Website.
Should APPS BUILDER autonomously modify or replace any part of the Agreement, Customer shall have the right to terminate the present Agreement upon thirty (30) days prior written notice.
Unless otherwise agreed in writing, should APPS BUILDER offer new services and/or features through the Website and the Service (including, the release of new tools and resources) such new features and/or services shall be subject to this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of Italy, without reference to principles of conflict of laws, and the Parties hereby submit any issues or disputes arising out of or in connection with it to the exclusive jurisdiction of the Italian Court of Milano. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees.
If any part or any provision of this Agreement is or become illegal, invalid or unenforceable, that part or provision should be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the validity of the remaining part of said provision or the remaining provisions of this Agreement.
No waiver, express or implied, by either Party of any breach of the provisions of this Agreement shall operate as a waiver of any preceding or succeeding breach of the same or any other provision of this Agreement.
This Agreement may not be assigned by Customer without APPS BUILDER prior written consent.
Provisions under clause 2, 6, 7, 8, 9, 10 and 11 of these Terms of Service should survive termination.