Term of service
THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION AND WAIVER OF JURY TRIAL. PLEASE READ IT CAREFULLY BEFORE AGREEING.
Terms of Service
Effective Date: [ ], 2021
Soffass SpA and its subsidiaries Sofidel SpA and Sofidel America Corp. (collectively, “Sofidel”, “us” or “we”) provide the websites https://www.sofidel.com/en/, https://www.nicky.us/, and https://www.papernet.com/americas/en/homepage (the “Sites”), computing application (“App”), and the data, services, information, tools, functionality, updates and similar materials (collectively, the “Service”), subject to your agreement to and compliance with the conditions set forth in this Terms of Service agreement (the “Agreement”).
This Agreement sets forth the legally binding terms and conditions governing your use of the Service. By using the Service or otherwise entering into this Agreement, you are creating a binding contract with us. If you do not agree to these terms and conditions, you may not use the Service.
This Agreement is subject to change. If this Agreement changes, we will let you know by posting the revised Agreement on the Sites and the App and/or otherwise making you aware of the changes. Your continued use of the Service following our notice of changes to this Agreement (or other method of legal acceptance) means you accept such changes. Please refer to the “Effective Date” above to see when this Agreement was last updated.
As long as you are in compliance with the conditions of this Agreement and all incorporated documents, we hereby grant you a limited, revocable, non-assignable, non-transferrable, non-sublicensable, non-exclusive license to access, receive, and use the Service. No rights not explicitly listed are granted.
The following additional terms are incorporated into this Agreement as if fully set forth herein:
- Copyright Policy
- Complaint Policy (including Trademark and Privacy)
The Service, among other functionality, is designed to enable users to purchase review and learn about our products. Users may review and learn about our products on a guest basis, or through a registered account (“Account”) that they have created.
You must keep your user name and password and any other information needed to login to the Service, if applicable, confidential and secure. We are not responsible for any unauthorized access to your Account by others. To use the App, please download it to your mobile device from either the Apple App Store or the Google Play Store (each an “App Store”) and proceed to register and set up your Sofidel account.
All information about your Payment Method(s) must be accurate and complete before you access your Account or otherwise place your order. Verification of information may be required prior to the completion of an order or acknowledgment of any Payment Method.
Some parts or all of the Service may not be available to the general public, and we may impose eligibility rules from time to time. We reserve the right to amend or eliminate these eligibility requirements at any time.
By requesting to use, registering to use and/or using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and you commit to abide by all of the terms and conditions herein.
We do not represent or warrant that access to the Service will be error-free or uninterrupted, or without defect, and we do not guarantee that users will be able to access or use the Service, or its features, at all times.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service, or any part thereof, with or without notice.
The Service may contain typographical errors or inaccuracies, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions and to change or update information at any time without prior notice.
The materials appearing on or through the Service including but not limited to summaries, descriptions, publications and any other such materials, are for information purposes only.
Payments and Account Closures
Your payment for goods ordered, including other charges such as shipping and handling fees (“Fees”), are collected and/or processed by either the applicable Marketplace or a third-party processor (the “Payment Processor”). The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor, if applicable, which are in addition to this Agreement, and those of the Marketplace. We are not responsible for any error made by the Payment Processor or the Marketplace.
You agree to provide accurate and complete information about you and your Payment Method, and represent and warrant that you have the legal right to use the Payment Method that you use for any transaction related to our products. Prices for goods and other charges, including, but not limited to, shipping and handling, do not include federal, local, foreign, or similar transaction taxes (“Taxes”) now or hereafter levied, all of which shall be your responsibility.
The applicable Marketplace will be solely responsible for the fulfillment of any orders that you place with it. If you have a complaint or dispute concerning an order, or would like to schedule a return of a product for any reason, please contact the Marketplace through which you purchased the product(s) in question, and follow their process for disputes, exchanges, returns, and refunds.
By your use of the Service, or purchase of products, you agree and hereby consent that we, or our authorized agent, may contact you to request a review, feedback, or commentary regarding our products and Services, or may otherwise obtain such a review, feedback, or commentary indirectly through a third-party. Furthermore, you agree that review, feedback, and commentary you post or that you submit to us shall constitute Content (as defined below) under this Agreement.
IF YOU HAVE AN ACCOUNT, YOU MAY CLOSE IT AT ANY TIME, BUT YOU WILL NOT BE ENTITLED TO A REFUND FOR ANY ORDERS PLACED PRIOR TO CLOSING YOUR ACCOUNT.
TO CLOSE YOUR ACCOUNT, PLEASE EMAIL [email protected] FROM THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT WITH THE SUBJECT “CLOSE MY ACCOUNT.”
Rules of Conduct
Your use of the Service is conditioned on your compliance with the terms of this Agreement, including but not limited to these rules of conduct.
You represent and warrant:
- that you agree and acknowledge that you are primarily responsible and liable to us for the acts and omissions, and violations of this Agreement, of any and all users of your Account;
- that the information that you have provided on the Service is complete, accurate and true, and agree to update it as necessary;
- you are qualified and authorized to post, upload, communicate with other users about, and make decisions based upon, the materials or information that you make available, if any, or that is otherwise available on, the Service, as required by applicable law, regulation and best industry standards; and
- you are not a competitor of ours.
You agree that you will not violate any applicable law or regulation in connection with your use of the Service.
You agree not to distribute, upload, make available or otherwise publish through the Service any suggestions, information, ideas, comments, causes, promotions, documents, questions, notes, plans, drawings, proposals, or materials similar thereto (“Submissions”) or graphics, text, information, links, profiles, audio, photos, software, music, sounds, video, comments, messages or tags, or similar materials (collectively “Content”) that:
- is unlawful or encourages another to engage in anything unlawful;
- contains a virus or any other similar programs or software which may damage the operation of our or another’s computer;
- violates the rights of any party or infringes upon the patent, trademark, trade secret, copyright, right of privacy or publicity or other intellectual property right of any party; or
- is libelous, defamatory, pornographic, obscene, lewd, indecent, inappropriate, invasive of privacy or publicity rights, abusing, harassing, threatening or bullying.
You further agree that you will not do any of the following:
- breach, through the Service, any agreements that you enter into with any third parties;
- stalk, harass, injure, or harm another individual through the Service;
- modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Service;
- interfere with or disrupt the operation of the Service, including restricting or inhibiting any other person from using the Service by means of hacking or defacing;
- transmit to or make available in connection with the Service any denial of service attack, virus, worm, Trojan horse or other harmful code or activity;
- attempt to probe, scan or test the vulnerability of a system or network of the Service or to breach security or authentication measures without proper authorization;
- take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
- harvest or collect the email address, contact information, or any other personal information of other users of the Service;
- use any means to crawl, scrape or collect content from the Service via automated or large group means;
- make available false, incomplete or misleading information to the Service, or otherwise provide such information to us;
- impersonate any other person or business;
- attempt to access or access any portion of the Service that is not public; or
- attempt to override or override any security measures in place on the Service.
We reserve the right, in our sole discretion, to protect users from violators and violations of these rules of conduct, including, but not limited to, restricting your use of the Service, immediately terminating your use of the Service, or terminating your use of the Service by blocking certain IP addresses from accessing the Service. Notwithstanding the foregoing, our unlimited right to terminate your access to the Service shall not be limited to violations of these rules of conduct.
Content Submitted or Made Available to Us
You are under no obligation to submit anything to us, and unless otherwise noted, we will not claim ownership of any Content. However, in order for us to provide the Service, we need your permission to process, display, reproduce and otherwise use content you make available to us.
Therefore, if you choose to submit any Content to the Service, or otherwise make available any Content through the Service, you hereby grant to us a perpetual, irrevocable, transferable, sub-licensable, non-exclusive, worldwide, royalty-free license to reproduce, use, modify, display, perform, transmit, distribute, translate and create derivative works from any such Content for purposes of providing the Service, including without limitation distributing part or all of the Content in any media format through any media channels, including, but not limited to, the right to commercially use the rights of publicity, persona, trademark, image and name of the individuals and entities depicted in such Content.
You acknowledge that we are under no obligation to maintain the Service, or any information, materials, Submissions, Content or other matter you submit, post or make available to or on the Service. We reserve the right to withhold, remove and or discard any such material at any time.
Our Intellectual Property
Our graphics, logos, names, designs, page headers, button icons, scripts, and service names are our trademarks, trade names and/or trade dress. The “look” and “feel” of the Service (including color combinations, button shapes, layout, design and all other graphical elements) are protected by U.S. copyright and trademark law. All product names, names of services, trademarks and service marks (“Marks”) are our property or the property of their respective owners, as indicated. You may not use the Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement.
You acknowledge that the software used to provide the Service, and all enhancements, updates, upgrades, corrections and modifications to the software, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the software (or any enhancements, corrections or modifications) and any and all documentation therefor, are and shall remain our sole and exclusive property or that of our licensors, as the case may be. This Agreement does not convey title or ownership to you, but instead gives you only the limited rights set forth herein.
Data Collection and Use
Enforcement and Termination
We reserve the right to deny all or some portion of the Service to any user, in our sole discretion, at any time, and to terminate any user at any time. Without limiting the foregoing or assuming additional legal obligations, we have a policy of terminating repeat violators of the Copyright Act, in accordance with applicable law.
All grants of any rights from you to us related to Content, Submissions, or other materials, including, but not limited to, copyright licenses, shall survive any termination of this Agreement. Further, your representations, defense and indemnification obligations survive any termination of this Agreement.
Third Party Links
The Service may contain links to third-party websites, services, and materials. Such links are provided for informational purposes only, and we do not endorse any third-party website or services through the provision of such a link, nor do we promote or endorse any App Store.
The Service may contain articles, text, imagery, video, audio, data, information and other similar materials originating from third-parties, including other users. We do not endorse any third party content, including from App Stores and other users, that may appear on the Service or that may be derived from content that may appear on the Service, even if such content was summarized, collected, reformatted or otherwise edited by us.
Contests by Sofidel
From time to time, the Service may host, administer, contain, or deliver events, including, but not limited to, contests and/or sweepstakes (each, an “Event”). Sofidel will provide Event participants with the rules for each Event (the “Event Terms”).
You are under no obligation to participate in any such Event. If you do not participate in an Event it shall have no effect on your existing right to use of the Services. However, if you elect to participate in any such Event, you may be required to agree to the Event Terms, which are incorporated herein by reference, which shall govern your participation in the Event. If you choose to participate in an Event, you agree to release Sofidel, Sofidel’s respective parents, subsidiaries, affiliates, distributors, agents, representatives, advertising and promotion agencies, and each of their respective officers, directors and employees (collectively, the “Released Parties”) from and against any claim or cause of action arising out of your participation in the Event or your receipt, acceptance, use or misuse of any prize associated with an Event. You also agree that the Released Parties are not, in any way, responsible for the legality or illegality of, or errors/problems/inaccuracies in, the Event or its related Content and/or Submissions, including that the Event was incapable of running as planned for any reason.
Sofidel reserves the right, in its sole discretion, to cancel, terminate, modify, or suspend an Event in whole, or in part, at any time.
You acknowledge and agree that we may make public the execution of this Agreement or your use of the Service for marketing purposes. You agree that we may include your name, logo (if applicable), and image and likeness (if applicable) on the Sites, a list of our customers, and in other marketing materials, which may be made public, and grant to us an irrevocable, perpetual, worldwide, royalty free, freely assignable and transferable license to your name, logo, and image and likeness (if applicable) to do so.
Disclaimers and Limitation on Liability
EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE AND ACKNOWLEDGE THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, AND WE, AND OUR PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY OTHER WARRANTIES OF ANY KIND IN AND TO THE SERVICE. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY.
FURTHER, OPINIONS, ADVICE, STATEMENTS, OFFERS, SUBMISSIONS OR OTHER INFORMATION OR CONTENT MADE AVAILABLE THROUGH THE SERVICE, BUT NOT DIRECTLY BY US, ARE THOSE OF THEIR RESPECTIVE AUTHORS, AND SHOULD NOT BE RELIED UPON. WE HAVE NO CONTROL OVER THE QUALITY, SAFETY, OR LEGALITY OF SUCH CONTENT, AND MAKE NO REPRESENTATIONS ABOUT SUCH CONTENT. THE RESPECTIVE AUTHORS ARE SOLELY RESPONSIBLE FOR SUCH CONTENT. YOU ARE SOLELY RESPONSIBLE FOR ANY DECISIONS THAT YOU MAKE BASED UPON SUCH CONTENT.
USE OF THE SERVICE IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT DATA TRANSMISSION OR STORAGE IS SECURE OR THAT THE SERVICE IS FREE OF INACCURACIES, MISREPRESENTATIONS, VIRUSES OR OTHER HARMFUL INFORMATION OR COMPONENTS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS PROHIBITED BY LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU BASED ON OR RELATED TO THE SERVICE, ANY ACTS OR OMISSIONS BY THE APP STORES OR ANY MARKETPLACE, OR THE ACTIONS YOU TAKE BASED ON THE SERVICE OR THE CONTENT THEREIN, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE.
Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, then, to the maximum extent permissible by law, you agree that neither we nor any of our subsidiaries, affiliated companies, employees, members, shareholders, officers or directors shall be liable for (1) any damages in excess of $500.00, or (2) any indirect, incidental, punitive, exemplary, special, or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the Service or any goods sold or provided by us. This limitation shall apply regardless of the basis of your claim, whether other provisions of this Agreement have been breached, or whether or not the limited remedies provided herein fail of their essential purpose.
This limitation shall not apply to any damage that we cause you intentionally and knowingly in violation of this Agreement or applicable law that cannot be disclaimed in this Agreement.
SOME STATES MAY NOT PERMIT CERTAIN DISCLAIMERS AND LIMITATIONS, AND ANY SUCH DISCLAIMERS OR LIMITATIONS ARE VOID WHERE PROHIBITED.
You agree to defend, indemnify and hold us and our suppliers, subsidiaries, parents, affiliates, licensors, and licensees, and each of their officers, directors, shareholders, members, employees and agents harmless from all allegations, judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney’s fees, expert witness fees, and costs of litigation arising out of or based on (a) Submissions or Content you submit, post to or transmit through the Service, if any, (b) your access to or use of the Service, (c) your violation of this Agreement, (d) any conduct, activity or action which is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of the Service, and (e) destruction of real or tangible property or personal injury, including but not limited to death, arising from or relating to your actions or inactions.
Governing Law and Jurisdiction; Arbitration
Except as otherwise restricted by applicable law, you agree that any claim or dispute arising out of or relating in any way to the Service will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. The laws of the State of Florida shall govern this Agreement, and shall be used in any arbitration proceeding.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. Any arbitration between you and Sofidel shall have three (3) arbitrators.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the following address: Sofidel America Corp., 1006 Marley Road, Haines City, Florida 33844 USA.
Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) under its rules then in effect, shall be conducted in English, and shall be located in Tampa, Florida. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrators, will be strictly confidential for the benefit of all parties.
You and Sofidel agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, both you and Sofidel agree that each have waived any right to a jury trial.
Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.
To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the Service, or to us, may only be brought by you in a state or federal court located in Tampa, Florida. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN FLORIDA.
Policies for Children
The Service is not directed to individuals under the age of 13. In the event that we discover that a child under the age of 13 has provided personally identifiable information to us, we will make efforts to delete the child’s information if required by the Children's Online Privacy Protection Act. Please see the Federal Trade Commission's website for (www.ftc.gov) for more information.
Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your internet service provider for more information.
Severability. If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
Revisions. This Agreement is subject to change on a prospective basis at any time. In the event that we change this Agreement, you may be required to re-affirm the Agreement through use of the Service or otherwise. Your use of the Service after the effective date of any changes will constitute your acceptance of such changes.
No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Service.
Assignment. We may assign our rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without our prior written consent, and any unauthorized assignment by you shall be null and void.
No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
Notices. All notices given by you or required under this Agreement shall be in writing and addressed to: Sofidel America Corp., 1006 Marley Road, Haines City, Florida 33844 USA, or sent via email to [email protected]
Equitable Remedies. You hereby agree that we would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.
Force Majeure. In no event shall we or our affiliates be liable to you for any damage, delay, or failure to perform resulting directly or indirectly from a force majeure event.
Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Service, and supersedes all prior or contemporaneous communications, whether electronic, oral or written.
If you believe in good faith that any material posted on our Services infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. §512(c)(3)), with correspondence containing the following:
- A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed;
- Identification, with information reasonably sufficient to allow its location of the material that is claimed to be infringing;
- Information reasonably sufficient to permit us to contact you;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and,
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You acknowledge that if you fail to comply with all of the requirements of this policy, your DMCA notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact our designated DMCA Copyright Agent:
Sofidel America Corp.
1006 Marley Road
Haines City, Florida 33844
e-mail: [email protected]
Complaint Policy (Including Trademark and Privacy)
If you believe in good faith that any material posted on the Service infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a notice to [email protected] containing the following information:
- Your name, physical address, e-mail address and phone number;
- A description of the material posted on the Service that you believe violates your rights or is otherwise unlawful, and which parts of said materials you believe should be remedied or removed;
- Identification of the location of the material on the Service;
- If you believe that the material violates your rights, a statement as to the basis of the rights that you claim are violated;
- If you believe that the material is unlawful or violates the rights of others, a statement as to the basis of this belief;
- A statement under penalty of perjury that you have a good faith belief that use of the material in the manner complained of is not authorized and that the information you are providing is accurate to the best of your knowledge and in good faith; and
- Your physical or electronic signature.
If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to the poster of the claimed violative material, or any other party.
All notices given by you or required under this Agreement shall be in writing and addressed to: Sofidel America Corp., 1006 Marley Road, Haines City, Florida 33844 USA, or sent via email to [email protected]