Terms of Use (Agreement)

1. Preambles

1.1 This Website, deskbell.com, hereafter referred to as “Our Website”, is owned and managed by MPNWORK S.R.L. Unipersonale, hereafter referred to as “MPNWORK” or “We” or “Us” or “Our”.

1.2 The present Terms of Use, or Agreement, shall be read together with Our Website privacy policy.

1.3 Our Website Users (any person or entity Using Our Website by any means, including for instance, without limitations, any Internet browser, software application or device), are hereafter referred to as “User” or “Users” or “You” or “Your”.

1.4 The present Terms of Use govern Your use of Our Website. For some specific content, products or services available on or through Our Website, where We expressly state that, an order or other supplemental terms of use may apply.

1.5 By Using Our Website, which could include for instance, without limitation: accessing any part of Our Website content products or services, viewing, browsing, signing up, creating an account, posting any content by any available means present in Our Website, You represent and warrant that You are 18 YEARS OF AGE OR OLDER, that You agree to provide true, accurate, current and complete information.

1.6 Our Website is offered to the User under condition of the User acknowledgment and acceptance of the present Terms of Use. BY USING OUR WEBSITE YOU ACKNOWLEDGE AND ACCEPT THE PRESENT TERMS OF USE. The present Terms of Use are hereafter also referred to as the “Agreement”.

1.7 We don’t charge You to use Our Website except for any content, products or services where We expressely indicate that a price or a fee applies and subject to Your acceptance.

1.8 Through Our Website We can show You ads, served by Us or by third parties. You agree that We can show You such ads, of the types and placements of Our own exclusive choice, in any case without any compensation to You.

1.9 We don’t sell Your personal data to advertisers and We don’t share with advertisers Your personal data (such as Your name, email address or other contact information).

1.10 Our Website includes content which may be provided by Us, by Users and by third parties.

2. Your content

2.1 “Your content” means all information, data (including personal data), text, images, audio, video, photographs, and other content and material, in any format, provided by You that is stored in, or run on or through, Our Website.

2.2 Our Website, content, products and services under this Agreement, Our Website software, other MPNWORK software, products and services, and MPNWORK intellectual property, and all derivative works thereof, do not fall within the meaning of the term “Your content.” Your content includes any third party content that is brought by You into Our Website.

3. Third-party content and services

3.1 “Third party content” means all software, information, data, text, images, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources, outside of MPNWORK, that You may access through, within, or in conjunction with Your use of Our Website. Examples of third party content include data feeds from social network services, rss feeds from blog posts, other Users information, ads, etc. Third party content includes third-party sourced materials accessed or obtained by Your use of Our Website. Our Website may enable You to link to, transfer Your content or third party content to, or otherwise access, third parties’ websites, platforms, content, products, services, and information (“third party services”).

3.2 MPNWORK does not control and is not responsible for third party content or third party services. You are solely responsible for complying with the terms of access and use of third party content and third party services, and if We access or use any third party content or third party services on Your behalf to facilitate performance of third party content or third party services, You are solely responsible for ensuring that such access and use, including through passwords, credentials or tokens issued or otherwise made available to You, is authorized by the terms of access and use for such third party content or third party services. If You transfer or cause the transfer of Your content or third party content from Our Website to a third party service or other location, that transfer constitutes a distribution by You and not by MPNWORK.

3.3 Any third party content and third party services We make accessible is provided on an “as-is” and “as available” basis without any warranty of any kind. You acknowledge and agree that We are not responsible for, and have no obligation to control, monitor, or correct, third party content or third party services. We disclaim all liabilities arising from or related to third party content and third party services.

3.4 You acknowledge that: (i) the nature, type, quality and availability of third party content and third party services may change at any time during the services period, (ii) features of Our Website that interoperate with third party content and third party services such as Facebook™, YouTube™ and Twitter™, etc., depend on the continuing availability of such third parties’ respective application programming interfaces (APIs), (iii) We retain Our exclusive right to decide which third party content and third party services We make available on Our Website, including changing adding or removing third party content and third party services based on Our exclusive preference or choice. We may also need to update, change or modify Our Website as a result of a change in, or unavailability of, such third party content, third party services or APIs. If any third party ceases to make its third party content, third party services or APIs available on reasonable terms for Our Website, as determined by Us in Our sole discretion, We may cease providing access to the affected third party content or third party services without any liability to You. Any changes to third party content, third party services or APIs, including their unavailability, does not affect Your obligations under this Agreement and You will not be entitled to any refund, credit or other compensation due to any such changes.

4. Our Website and guidelines

4.1 We provide in Our Website, for each user, features as for instance, without limitations: User interface items; Menus; Forms; Access permissions; Guidelines; Instructions; Messages. Such features provide detailed instruction and guidance to User for use of Our Website and constitute Our Website guidelines which User must follow.

4.2 Our Website is about hotels and travel, or about other subjects or themes We may decide to adopt and make available on Our Website. We retain Our exclusive right to change Our Website subject or theme as changing, adding or removing subjects or themes.

4.3 In Our Website We may provide content, products and services that enable Users to view information, register, post information, connect each other, advertise, shop and any other content, products and services which We may make available on Our Website.

4.4 Most of the information on Our Website is public and can be found and seen by anyone. Some information on Our Website may be set to be seen only by a selected audience based on settings which We may make available on Our Website.

4.5 Our Website may include Forums, Galleries, Blogs, Calendars, Downloads, Shops, Content pages, Articles, Question and answers, Polls, Feeds, Ads, Comments, Ratings, Messaging, Contact, Search, Connecting to other Users, Following other Users or content and any other content, services or products which We may make available on Our Website.

4.6 Users may be identified on Our Website as part of a group, as for instance Guests or Members, or club or any other category which We may make available on Our Website.

4.7 Registered Users may manage their account and profile and make other settings We may make available on Our Website.

4.8 Use of Our Website depends on each User access permissions which are decided by Us for each User. Each User has his or her own access permissions which determine which part of Our Website, content, products or services User can access and what User can do within those parts of Our Website, contents, products or services that User can access. We retain Our exclusive right to decide and manage by any means each User access permissions to part of Our Website, content, products or services, including changing, adding or removing permissions, as for instance, without limitation, creating rules in Our software platform. We retain Our exclusive rights to decide and manage by any means, what and how each User can do within the parts of Our Website, contents, products or services each User has access to, as for instance, without limitation, any feature or technology of Our Website which determine how each User can interact within Our Website, menus, forms, other user interface items.

4.9 The description of Our Website provided above, 4.1 to 4.8, is indicative only and We retain Our exclusive right to make any changes, additions and deletions to Our Website, including for instance, without limitations: content, services, products, parts of Our Website, features, themes, styles, patterns, menus, functionalities, forms, user interface, access permissions, guidelines, instructions, messages, and any other change which affects how and if a User can use Our Website or parts of Our Website.

4.10 Changes to Our Website will be based on Our exclusive decision and whithout any obligation to disclose the reasons for it. Our decision to make changes to Our Website in some cases may depend on, for instance, without limitation, changes in: laws, regulations, rules, technology, industry practices, patterns of system use, Our business, availability of third party content, availability of Our software platform and hosting.

5. Our Website hosting

5.1 Our Website is hosted in servers located in the USA, such hosting services are provided to Us by a USA headquartered hosting provider company.

6. Your commitments to Our Website and other Users

6.1 You must be 18 years of age or older.

6.2 We recommend, for privacy reasons, that You use a display name which is not Your real name. If, despite Our recommendation, You decide to use Your real name this must be the same name that You use in everyday life.

6.3 If You provide Your personal data, You must provide accurate information about yourself.

6.4 Create only one account (Your own).

6.5 You must not share Your password or give access to Your account to others or transfer Your account to anyone else (without Our permission).

6.6 You cannot use Our Website if: We have previously disabled Your account for breaches of this Agreement, Our Website polices or guidelines; You are prohibited from receiving Our content, products or services under applicable laws.

6.7 You must not, and must not cause or permit others to:

a. Use Our Website to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations.

b. Perform or disclose any performance or vulnerability testing of Our Website or perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of Our Website.

c. Use Our Website to perform cyber currency or crypto currency mining.

6.8 In addition to other rights that We have in this Agreement, We have the right to take remedial action if You do not comply with the abobe commitments, and such remedial action may include deleting, removing or disabling access to Your account, including deleting, removing or disabling the non compliant content or all of the information You provided to Us.

7. What You can share and do on Our Website

7.1 On Our Website User can share content that is relevant to Our Website, but not at the expense of the safety and Well-being of others or the integrity of Our Website. You therefore agree not to engage in the following conduct (or to facilitate or support others in doing so): (a) You may not upload viruses or malicious code or do anything that could disable, overburden, or impair the proper working or appearance of Our Website; (b) You may not access or collect data from Our Website Using automated means (without Our prior permission) or attempt to access data You do not have permission to access. (c) You may not use Our Website to do or share anything: (i) That breaches this Agreement, Our Website privacy policy or guidelines that apply to Your use of Our Website; (ii) That is unlawful, misleading, discriminatory, fraudulent, knowingly false, defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person's privacy, or otherwise violative of any law; (iii) That infringes or breaches someone else's rights, including their intellectual property rights.

7.2 We can remove or block content that is in breach of the above provisions.

7.3 If We remove content that You have shared, for violation of this Agreement, Our Website privacy policy or guidelines, We will not be obliged to inform You but We may try to let You know, if We consider it to be practical, and explain any options You have to request another review, unless Your violation is serious or repeated or if doing so: May expose Us or others to legal liability; Harm other Users; Compromise or interfere with the integrity or operation of Our Website; Where We are restricted due to technical limitations; Or where We are prohibited from doing so for legal reasons.

7.4 To help support Our Website, We encourage You to report content or conduct that You believe breaches Your rights (including intellectual property rights) or Our Terms of Use, privacy policy or guidelines.

8. Ownership rights and restrictions

8.1 Content that You share, post or upload on Our Website (Your content), as for instance, without limitations, photos or videos, may be protected, all or in part, by intellectual property laws. When You share, post, or upload content that is covered by intellectual property rights on or in connection with Our Website, You grant Us a non-exclusive, transferable, sub-licensable, royalty-free, and worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of Your content. This means, for example, that if You share a photo on Our Website, You give Us permission to store, copy, and share it with others.

8.2 You may delete Your content individually or all at once by deleting Your account. To delete Your account You can contact Us Using the Contact Us link at the bottom of this page.

8.3 Your edit or delete access rights, which We define for each User, may not allow You to edit or delete all of Your content at the time You want to perform such tasks. In such case the content You provided to Us Using Our Website will still be present and if the case shown on Our Website and We may refuse to delete such content except for content parts which could show Your personal data.

8.4 When Your content is deleted it’s no longer visible to other Users, however it may continue to exist elsewhere on Our systems where: (a) Immediate deletion is not possible due to technical limitations (in which case, Your content will be deleted within a maximum of 90 days from when You delete it); (b) Your content has been used by others in accordance with this license and they have not deleted it (in which case this license will continue to apply until that content is deleted); or (c) Where immediate deletion would restrict Our ability to: (i) Investigate or identify illegal activity or violations of Our Terms of Use and privacy policy (for example, to identify or investigate misuse of Our Website or systems); (ii) Comply with a legal obligation, such as the preservation of evidence; or (iii) Comply with a request of a judicial or administrative authority, law enforcement or a government agency. In the above mentioned cases (i) to (iii), the content will be retained for no longer than is necessary for the purposes for which it has been retained (the exact duration will vary on a case-by-case basis). In each of the above cases (a) to (c), the license You granted Us will continue until the content has been fully deleted.

8.5 You or Your licensors retain all ownership and intellectual property rights in and to Your content that You create and share on Our Website. We or Our licensors retain all ownership and intellectual property rights in and to Our Website, derivative works thereof, and anything developed or delivered by or on behalf of Us under this Agreement.

8.6 You may have access to third party content through use of Our Website. Unless otherwise stated elsewhere, all ownership and intellectual property rights in and to third party content and the use of such content is governed by separate third party terms between You and the third party.

8.7 You grant Us the right to host, use, process, display and transmit Your content in Our Website pursuant to and in accordance with this Agreement. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your content, and for obtaining all rights related to Your content required by Us for Your use of Our Website.

8.8 In order to protect Your content, We will comply with Our Website privacy policy which also includes information about the data processing agreement in place with Our software platform and hosting provider.

8.9 You are responsible for (a) any required notices, consents and/or authorizations related to Your provision of, and Our processing of, Your content (including any personal data) in Our Website, (b) any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your content, including any viruses, trojan horses, worms or other harmful programming routines contained in Your content, and (c) any use by You of Our Website in a manner that is inconsistent with this Agreement. To the extent You disclose or transmit Your content to a third party, We are no longer responsible for the security, integrity or confidentiality of such content outside of Our control.

8.10 Your content must not include any sensitive or special data that imposes specific data security or data protection obligations on Us in addition to or different from those specified in this Agreement or in Our Website privacy policy.

9. Permission to use Your display name and profile information

9.1 You give Us permission to use Your display name and information, including information about Your Usage of Our Website. For example, and without limitations: We may show these in Our Activity pages together with activities that You have done on Our Website; We may show these in Our Website Staff, Users, Leaderboard pages; We may show these near to any content that You have posted, commented or rated on Our Website.

10. Limits on Using Our intellectual property

10.1 If You use content covered by intellectual property rights that We make available on Our Website (for example, images, designs, videos, or sounds We provide that You add to content You create or share on Our Website), We retain all rights to that content (but not yours). You can only use Our copyrights or trademarks with Our prior written permission. You must not modify, create derivative works of, decompile, or otherwise attempt to extract source code from Us.

11. Fees and payment

11.1 All fees payable are due in advance at the time a content, service or product is ordered and, if applicable, in advance at each subsequent renewal date as defined in Your order. Once placed, Your order is non-cancelable and the sums paid nonrefundable, except as provided in this Agreement or Your order.

12. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES

12.1 Each party represents that it has validly entered into this Agreement and that it has the power and authority to do so.

12.2 OUR WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DO NOT WARRANT THAT OUR WEBSITE WILL BE ERROR-FREE, AVAILABLE, TIMELY OR UNINTERRUPTED, THAT WE WILL CORRECT ALL OUR WEBSITE ERRORS, OR THAT OUR WEBSITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. WE ARE NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF OUR WEBSITE THAT ARISE FROM YOUR CONTENT OR THIRD PARTY CONTENT OR SERVICES.

12.3 OUR WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

12.4 IF YOU ARE NOT SATISFIED ABOUT OUR WEBSITE YOUR EXCLUSIVE REMEDY SHALL BE TO TERMINATE YOUR USE OF OUR WEBSITE.

13. LIMITATION OF LIABILITY

13.1 We do not accept responsibility for losses not caused by Our breach of this Agreement or otherwise by Our acts; losses that are not reasonably foreseeable by You and Us at the time of entering into this Agreement; and events beyond Our reasonable control.

13.2 Using Our Website You may provide information to Us, such as for instance pictures, text, videos, data, etc. Although a remote eventuality, there may be cases beyond Our reasonable control, or our hosting provider and its sub-processors reasonable control, where We may not be able to access or recover Your information. You agree that Our Website is not meant to be a safe storage for Your information and that You shall keep copy in Your own computer and back-up devices of Your information. MPNWORK shall not be responsible for any loss of Your information.

13.3 IN NO EVENT MPNWORK AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS WILL BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL OR EQUITABLE THEORIES WHATSOEVER, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF USE, BUSINESS, REVENUE, PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), SALES, DATA, DATA USE, GOODWILL, REPUTATION OR FOR INTERRUPTION OF BUSINESS.

13.4 IN NO EVENT SHALL THE AGGREGATE LIABILITY OF MPNWORK AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY YOU FOR THE USE OF OUR WEBSITE, CONTENT, PRODUCTS OR SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

14. INDEMNIFICATION

14.1 You agree to indemnify, defend and hold harmless MPNWORK, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of Your use of Our Website, any alleged violation of this Agreement, or any alleged violation of any rights of others.

14.2 If a third party makes a claim against MPNWORK with regards to Your use of Our Website, as for instance, without limitation, that any content provided by You on Our Website infringes the third party’s intellectual property rights, You, at Your sole cost and expense, will defend Us against the claim and indemnify Us from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or by the settlement agreed between You and the third party.

14.3 MPNWORK reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You, which shall not excuse Your indemnity obligations.

15. Termination of Our Website

15.1 MPNWORK retain its exclusive right to terminate Our Website. In case of termination of Our Website, any related information and data, including any User provided information and data, will be deleted.

15.2 Termination of Our Website will be based on Our exclusive decision whithout any obligation to disclose the reasons of Our decision. Despite We would not provide reasons for Our decision to terminate Our Website, and We retain the right to terminate Our Website if We decide so, We envisage that any of the following cases amongst others could prompt Us to terminate Our Website: Our Website is not profitable; MPNWORK is not financially abe to support Our Website; Our software platform and hosting becomes unavailable or its terms change.

15.3 In case of termination of Our Website, except for force majeur or a disaster situation or other situation where it would not be practicle, We will provide Our Users 30 days notice and the opportunity to access their account and make copies of their information.

16. Termination

16.1 If We determine that You have breached this Agreement, Our Website privacy policy or guidelines, We may suspend, permanently disable or delete Your account. We may also suspend, permanently disable or delete Your account if You infringe other people’s intellectual property rights or where We are required to do so for legal reasons. Where We take such actions We will not be obliged to inform You but We may try to let You know, if We consider it to be practical, and explain any options You have to request a review, unless doing so: May expose Us or others to legal liability; Harm other Users; Compromise or interfere with the integrity or operation of Our Website; Where We are restricted due to technical limitations; Or where We are prohibited from doing so for legal reasons. We shall not be obliged to restore Your account but We may do so, if possible and practical to do so, if We determine that the issue causing the suspension or disabling of your account has been resolved. Any suspension, disabling or deleting of Your account under this section shall not excuse You from Your obligation to make payments under this Agreement.

16.2 We may suspend, permanently disable or delete Your account if We believe that: (a) There is a significant threat to the functionality, security, integrity, or availability of Our Website or any content, data, or applications in Our Website; (b) You are accessing or Using Our Website to commit an illegal act; or (c) There is a violation of this Agreemente, Our Website Privacy Policy or guidelines. Where We take such actions We will not be obliged to inform You but We may try to let You know, if We consider it to be practical, and explain any options You have to request a review, unless doing so: May expose Us or others to legal liability; Harm other Users; Compromise or interfere with the integrity or operation of Our Website; Where We are restricted due to technical limitations; Or where We are prohibited from doing so for legal reasons. We shall not be obliged to restore Your account but We may do so, if possible and practical to do so, if We determine that the issue causing the suspension or disabling of your account has been resolved. Any suspension, disabling or deleting of Your account under this section shall not excuse You from Your obligation to make payments under this Agreement.

16.3 With regards to content, products or services of Our Website where You are required to pay a fee, based on supplemental terms or Your order, if either of Us breaches a material term of this Agreement or any supplemental terms or You order and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate (a) in the case of breach of any order, the order under which the breach occurred; or (b) in the case of breach of the Agreement, the Agreement and any orders that have been placed under the Agreement. If We terminate any orders as specified in the preceding sentence, You must pay within 30 days all amounts that have accrued prior to such termination, as Well as all sums remaining unpaid for the content, products or services under such order(s) plus related taxes and expenses. Except for nonpayment of fees, the nonbreaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if You are in default, You may not use those content, products or services ordered.

16.4 With regards to content, products or services of Our Website where You are required to pay a fee, based on supplemental terms or Your order, such content, products or services shall be provided for the period defined in the supplemental terms of use or in Your order. If stated in the supplemental terms of use or in Your order, the period of certain content, products or services will automatically be extended for an additional period of the same duration unless (i) You provide Us with written notice no later than thirty (30) days prior to the end of the applicable period of Your intention not to renew such content, products or services, or (ii) We provide You with written notice no later than thirty (30) days prior to the end of the applicable period of Our intention not to renew such content, products or services.

16.5 Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive.

17. Monitoring and analyses

17.1 We, Our hosting provider and its sub-processors monitor Our Website, and the hosting services of Our Website, to facilitate operation of Our website and hosting services; to help resolve service requests of Our Website and hosting services; to detect and address threats to the functionality, security, integrity, and availability of Our Website and hosting services as Well as any content, data, or applications in Our Website and hosting services; and to detect and address illegal acts or violations of the acceptable use of Our Website and hosting services. Our, Our hosting provider and its sub-processors monitoring tools should not collect or store any of Your content residing in Our Website and hosting services, except as needed for such purposes. We, Our hosting provider and its sub-processors should not monitor, and should not address issues with, software provided by You that is stored in, or run on or through, Our Website and hosting services. Information collected by Us, Our hosting provider and its sub-processors monitoring tools (excluding Your content) may also be Used to assist in managing Our, Our hosting provider and its sub-processors product and service portfolio, to help Us, Our hosting provider and its sub-processors address deficiencies in product and service offerings, and for license management purposes.

17.2 We, Our hosting provider and its sub-processors may (i) compile statistical and other information related to the performance, operation and use of Our Website and hosting services, and (ii) use data from Our Website and hosting services in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as “service analyses”). We, Our hosting provider and its sub-processors may make service analyses publicly available; however, service analyses will not incorporate Your content, personal data or confidential information in a form that could serve to identify You or any individual. We, Our hosting provider and its sub-processors retain all intellectual property rights in service analyses.

18. Export

18.1 Export laws and regulations, as they are applicable to Our software platform and hosting services, and any other relevant local export laws and regulations apply to Our Website. Such export laws govern use of Our Website (including technical data) and any deliverables provided under this Agreement, and You and We each agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, software programs and/or materials resulting from use of Our Website (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be Used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological Weapons proliferation, or development of missile technology.

18.2 You acknowledge that Our Website is designed with capabilities for You to access Our Website without regard to geographic location and to transfer or otherwise move Your content betWeen Our Website and other locations such as User workstations. You are solely responsible for the authorization and management of Your accounts across geographic locations, as Well as export control and geographic transfer of Your content.

19. Force majeure

19.1 Neither You nor We shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated party. Both You and We will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 15 days, either of You or We may cancel unperformed services and affected orders upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for the services.

19.2 We shall not be responsible for failure or delay of performance resulting directly or indirectly from any third party cause, whether a force majeure cause or a non force majeure cause.

20. Notice

20.1 Any notice required under this Agreement shall be provided to the other party in writing. If You have a legal dispute with Us or if You wish to provide a notice under the indemnification section of this Agreement, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to Our registered office address mentioned above and also Using the Contact Us link at the bottom of this page.

20.2 We may give notices applicable to Our Website Users by means of a general notice on Our Website or within the registered User area in Our Website or by electronic mail to Your e-mail address on record in Your account information. It is Your responsibility to provide and maintain an accurate e-mail address on record in Your account information

21. Assignment

21.1 You may not assign this Agreement or give or transfer the use of Our Website, or any interest in Our Website, to another individual or entity without express written approval from Us.

22. Other

22.1 We are an independent contractor, and each party agrees that no partnership, joint venture, employment or agency relationship exists between the parties.

22.2 Our business partners and other third parties, including any third parties with which Our Website have integrations, are independent of MPNWORK and are not MPNWORK agents. We are not liable for, bound by, or responsible for any problems with Our Website or Your content arising due to any acts of any such business partner or third party, unless the business partner or third party is providing services as Our subcontractor on an engagement ordered under this Agreement and, if so, then only to the same extent as We would be responsible for Our resources under this Agreement.

22.3 If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of this Agreement.

22.4 Except for actions for non payment or breach of MPNWORK or third parties proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than twelve (12) months after the cause of action has accrued.

22.5 The section titles and the text formatting in this Agreement are for convenience only and have no legal or contractual effect.

23. Governing law and jurisdiction

23.1 This Agreement is governed by the laws of The Republic of Italy and each party agrees to submit to the exclusive jurisdiction of, and venue in, the courts of Cagliary, Italy in any dispute arising out of or relating to this Agreement.

23.2 If You are a consumer and habitually reside in a Member State of the European Union, the laws of that Member State will apply to any claim, cause of action, or dispute You have against Us that arises out of or relates to this Agreement ("claim"), and You may resolve Your claim in any competent court in that Member State that has jurisdiction over the claim. In all other cases, You agree that the claim must be resolved in a competent court in Cagliari, Italy and that Italian law will govern this Agreement and any claim, without regard to conflict of law provisions.

24. Entire Agreement

24.1 This Agreement, together with Our Website privacy policy and guidelines, and where applicable Your order or supplemental terms, make up the entire Agreement between You and MPNWORK regarding Your use of Our Website. They supersede any prior agreements.

24.2 Some content, products or services We offer may also be governed by supplemental terms. If You use any of these content, products or services, You will be provided with an opportunity to agree to supplemental terms that will become part of this Agreement. To the extent any supplemental terms conflict with this Agreement, the supplemental terms shall govern to the extent of the conflict.

24.3 If any portion of this Agreement is found to be unenforceable, the remaining portion will remain in full force and effect. If We fail to enforce any part of this Agreement, it will not be considered a waiver. Any amendment to or waiver of this Agreement must be made in writing and signed by Us.

24.4 You will not transfer any of Your rights or obligations under this Agreement to anyone else without Our consent.

24.5 This Agreement does not confer any third-party beneficiary rights. All of Our rights and obligations under this Agreement are freely assignable by Us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

24.6 We always appreciate Your feedback and other suggestions about Our products and services. But You should know that We may use them without any restriction or obligation to compensate You, and We are under no obligation to keep them confidential.

25.1 MPNWORK Legal Informatiomn:

MPNWORK S.R.L. Unipersonale (a Ltd. Company with sole shareholder)
Sede Legale/Registered Office: Via Marcello Malpighi, 4 - 09126 Cagliari – Italy
Capitale Sociale/Share Capital: Euro 10.000,00 i.v.
C.F., P.I. e n. iscr. al Registro Imprese di Cagliari/Tax, VAT and registration no. in Cagliari: IT03894130925
n. REA/REA no.: CA – 304833

26. Updating of these Terms of Use (Agreement)

26.1 Although We will try to avoid frequent changes to these Terms of Use, We retain our exclusive right to make changes when We feel these are required on our exclusive decision, as for instance, without limitation: When legislation or Our Website or Our business change; If these Terms of Use are no longer appropriate or if they are incomplete. Once the updated Terms of Use are published on Our Website they are in effect and You will be bound by them if You continue to use Our Website. We hope that You will continue Using Our Website, but if You do not agree to Our Website updated Terms of Use and no longer want to be a part of Our Website, You can delete Your account by letting Us know of Your choice.

Date of Last Revision: 16 February 2021.