Effective Date: June 18, 2015
1.1 Venticento Studio Srls (referred to here as "Venticento" or “Application Provider”) provides its Service (as defined below) to You through its web site located at www.Herogami.com (the "Site"), subject to this Terms of Service agreement ("TOS"). By accepting this TOS or by accessing or using the Service or Site, You acknowledge that you have read, understood, and agree to be bound by this TOS. If You are entering into this TOS on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these TOS, in which case the terms "you" or "your" shall refer to such entity and its affiliates. If You do not have such authority, or if you do not agree with these TOS, You must not accept these TOS and may not use the Service.
1.2 Venticento may change this TOS from time to time without prior notice. You can review the most current version of this TOS at the links provided on the Site. The revised terms and conditions will become effective upon posting and if You use the Service after that date, we will treat your use as acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to You, your only remedy is to stop accessing and using the Service.
The "Service" includes (a) the Site, (b) the on-demand Herogami business productivity system (“Herogami”), tools and services provided through the Site, and (c) all software, data, text, images, sounds, video, and content made available through the Site or services (collectively referred to as the "Content"). Any new features added to or augmenting the Service are also subject to this TOS.
3.1 Subject to the terms and conditions of this TOS, You may access and use the Service only for your internal business purposes as contemplated by the Agreement. You shall not (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by this TOS; (b) use the Service to process data on behalf of any third party, or (c) use the Service in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Service and its components.
3.2 Subject only to the limited right to access and use the Service expressly granted to You under this TOS, all rights, title and interest in and to the Service and its components will remain with and belong exclusively to Venticento. You shall not modify, adapt or hack the Service to falsely imply any sponsorship or association with Venticento, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.You shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.
3.3 You are responsible for all information, data, text, messages or other materials that You post or otherwise transmit via the Service. You are responsible for maintaining the confidentiality of your login and account and are fully responsible for any and all activities that occur under your login or account. You agree and acknowledge that your login may only be used by one (1) person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as your plan allows. Venticento reserves the right to access any or all your accounts in order to respond to your requests for technical support.
3.4 You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Venticento’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service.
3.5 The failure of Venticento to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between You and Venticento, even though it is electronic and is not physically signed by you and Venticento, and it governs your use of the Service and takes the place of any prior agreements between You and Venticento.
3.6 You agree that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner.
3.7 You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that the Application Provider is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using any of the Services.
3.8 NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ANY RELATED SERVICES PERFORMED OR PROVIDED BY VENTICENTO AND THEIR PARTNERS ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND APPLICATION PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE APPLICATION PROVIDER DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY APPLICATION PROVIDER OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SERVICE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
3.9 Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL APPLICATION PROVIDER BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF APPLICATION PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Application Provider’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
"Herogami" and Herogami’s as well as Venticento’s various logos used or displayed on the Service are trademarks of Venticento and you may only use these trademarks or logos for promotional purposes to identify yourself as a customer or user of the Venticento products and services, provided you do not attempt to claim ownership of the marks by incorporating any of them within your names or offerings.
5.1 The Service is made available on both a free and a pay-as-you-go basis. The standard plan comes free of charge, and Venticento charges for Paid Plans with added capacity and user provisioning. If you have elected to upgrade to a Paid Plan, You will be billed monthly starting on the day of the upgrade. You can cancel a Paid Plan at any time and You will not be billed again. Upon upgrading or downgrading in plan level, you will not be credited pro rata for the time remaining in the current billing cycle. Downgrading your account may cause the loss of features, or capacity of your account. Venticento does not accept any liability for such loss. Prices of all Services, including but not limited to monthly fees to the Service, are subject to change upon 30 days notice from us. Such notice may be provided at any time. In addition, special pricing may apply for customers with an exceptionally high number of end-users or an unusually high monthly usage of the Service. Venticento does not provide refunds or credits.
6.1 You are responsible for properly cancelling your account. The account owner can cancel the account at any time by clicking on the Admin link in the global navigation bar in the system header after logging in, then clicking the Account link. There are no other means of cancelling your account. All of your content will be deleted from the Service within one (1) day upon cancellation. This information cannot be recovered once your account is cancelled. If you are subscribed to the Paid Plan and You cancel the Service, your cancellation will take effect immediately and you will not be charged again. There are no cancellation fees, though no refunds are provided for prorated periods.
6.2 Venticento reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and remove and discard any of your content in the Service, for any reason, including, if Venticento believes that You have violated these TOS. Venticento will use best efforts to publish on the Site or notify You about any planned downtime of the Service, and will use all reasonable efforts to contact you directly via email to warn you prior to suspension or termination of your account. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Venticento shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.
7.1 By registering your e-mail address on Herogami by entering your e-mail address of your company and/or employer (referred to here as "Registered Entity"), you grant the right to Venticento to use the name and logos of the "Registered Entity" as reference in the commercial promotion and marketing of Herogami. Such activities may include and not limit to listing the "Registered Entity" name and logo on the Site and on other marketing collateral such as product brochures in any format.
7.2 Venticento and the Site may not be affiliated, associated, authorized, endorsed by or in any way officially connected to any of the "Registered Entity" listed on the Site.
7.3 The use of any trademark, name, brand and logos that belong to the "Registered Entity" falls
into the legal definition of "nominative fair use". Nominative fair use occurs when a third party
uses someone else’s trademark not to describe its own products or services but to refer to the actual
trademark owner or identify a product or service of the trademark owner. The simple fact that the use
is not authorized by the "Registered Entity" and/or trademark owner does not necessarily make such
use infringing because:
- The use accurately refers to the owner of the trademark or the goods or services sold under the trademark and is not misleading or defamatory;
- The use does not imply any endorsement or sponsorship by the trademark owner;
- There is no easier way to refer to the owner or its products;
- Only so much of the trademark is used as is needed to identify the trademark owner and no more.
7.4 Use of the "Registered Entity" trademark, name, brand and logos can be inhibited by writing to our administration department at firstname.lastname@example.org to request removal of the Registered Entity from all marketing material of Venticento.
Venticento may assign or transfer this TOS, in whole or in part, without restriction.
You are responsible for complying with any applicable laws, rules, or regulations governing the export of the Service or any of its components.Governing Law. These TOS shall be governed by the laws of Italy without regard to the principles of conflicts of law. You hereby expressly agree to submit to the exclusive personal jurisdiction of Italy for the purpose of resolving any dispute relating to your access to or use of the Service.
These TOS shall be governed by the laws of Italy without regard to the principles of conflicts of law. You hereby expressly agree to submit to the exclusive personal jurisdiction of Italy for the purpose of resolving any dispute relating to your access to or use of the Service.