Uptivo Terms of Use

1. Acceptance

THESE GENERAL TERMS AND CONDITIONS FOR THINKERLY SITES (“TERMS AND CONDITIONS”) AND THE PRIVACY POLICY AVAILABLE AT www.thinkerly.com (“PRIVACY POLICY”) SHALL GOVERN THE USE BY YOU OF THE THINKERLY SERVICES (as defined in Clause 2.1), AND TOGETHER SHALL CONSTITUTE AN AGREEMENT BETWEEN YOU AND THINKERLY SRL OF VIA VITALI, 1 – 20122 MILANO, ITALY (“THINKERLY”). THE TERMS OF THE PRIVACY POLICY ARE INCORPORATED INTO THESE TERMS AND CONDITIONS BY THIS REFERENCE. IF YOU ARE DEEMED AS A MINOR UNDER THE LEGISLATION OF YOUR COUNTRY, YOU SHOULD REVIEW THESE TERMS AND CONDITIONS WITH YOUR PARENT OR LEGAL GUARDIAN AND GET THEIR PRIOR APPROVAL FOR REGISTRATION AND/OR USE OF THE THINKERLY SITES.

2. Thinkerly Services

2.1 General.

The Thinkerly services are offered by, or on behalf of Thinkerly and allow users to upload, share (within the Thinkerly services or to other services) and download content for personal computers and mobile devices that access the Internet. Different services available in the Thinkerly Services include, among others, Uptivo.thinkerly.com, thinkerly.com, and including generally the Thinkerly Sites (as defined in Privacy Policy) (together referred as ” Thinkerly Services”). The benefits that might be included in the Thinkerly Services are available for your personal use only unless otherwise agreed between you, Thinkerly and a possible third party, and you are not allowed to sell or in any other way transfer these benefits. Additional terms and conditions may apply to purchases of goods or services, uploading of User Content or other material, and to specific portions or esatures of the Thinkerly Services, all of which terms are made a part of these Terms and Conditions by this reference. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms and Conditions and the terms posted for or applicable to a specific portion of Thinkerly Services or for any service offered on or through Thinkerly Services, the latter terms shall control with respect to your use of that portion of Thinkerly Services or the specific service.

Thinkerly Services may include features that promote physical activity. In case that you suffer or suspect suffering from a cardiac condition (e.g. coronary disease) or other medical condition which may affect your physical performance, if you have abnormal feelings during physical performance or if you use a pacemaker or other electronic medical device, you should consult a medical doctor before physical exercise and before using the Thinkerly Services. Thinkerly is not responsible or liable for any injuries or damages you may sustain that result from your use of, or inability to use, the Thinkerly Services

2.2 Third Party Information and Services.

References of third parties and third party products and/or services in any materials, advertising, promotions or coupons provided to site users is for informational purposes only and constitutes neither an endorsement nor a recommendation. All third party product and/or service specifications and descriptions are supplied by the respective vendor or supplier, and Thinkerly shall have no responsibility with regard to the selection, performance, or use of these vendors or products/services. All understandings, agreements, or warranties, if any, take place directly between the vendors and the prospective users.

2.3 Links.

Thinkerly may include links to sites on the Internet that are owned or operated by third parties. If you choose to use such links to such sites you agree to review and accept such site’s rules of use before using such site. You access the third-party sites at your own risk. Thinkerly does not assume any responsibility for material created or published by such third-party sites. By providing a link to a third party site Thinkerly does not imply that Thinkerly endorses the site or the products or services referenced in such third party site.

3. Access

3.1 Registration.

In order to use certain Thinkerly Services, you need to register. Registration may be subject to a payment of registration fee. To register, you need to create a username and password. You agree to provide truthful, accurate and complete information when you are registering and you agree to maintain and update any information provided. Any false identification or e-mail address or otherwise misleading information about your identity is strictly forbidden. Use of the Thinkerly Services by using your username and/or password is assumed by us to be made by you and thus you are personally responsible for such use. You agree to take reasonable measures and all due care to protect your password and username against misuse by third parties. You agree to indemnify Thinkerly against any loss or damage caused as a result of misuse of the Thinkerly Services by a third party where such misuse was made possible by your failure to take such reasonable measures and due care.

3.2 Requests.

Thinkerly requests you to promptly notify Thinkerly at info@thinkerly.com of any unauthorized use of your username or of any other inappropriate use of the Thinkerly Services.

4. Intellectual Property Rights

The intellectual property right license clauses in sections 4.1 and 4.2 shall apply, unless software, Content or User Content is accompanied by Thinkerly End-User Software Agreement or by its own licensing terms of the publisher, in which case such Thinkerly End-User Software Agreement or other terms will apply. Notwithstanding anything to the contrary in such terms, you grant, and warrant that you have the right to grant, to Thinkerly the rights and licenses defined in Clause 4.2 to your User Content (as defined in section 4.2 below), without any payment due to you; and other terms specified in section 4.2 including, but not limited to, representations and warranties shall continue to apply.

4.1. Thinkerly Service Content.

Save for all User Content, the content on Thinkerly Services including, without limitation, images, icons, photographs, graphics, sounds, music, videos, texts, software, feedback, data, messages, answers, questions, comments, suggestions, scores, hints, ideas, plans, orders, requests or the like or any other materials (“Content”) are owned or licensed by Thinkerly and protected under copyright and other intellectual property right laws. All trade names, trademarks and service marks appearing on the Content are protected by Thinkerly or respective third party owners. Any rights not expressly granted herein are reserved. All Content is for your personal non-commercial use only and may not be used, modified, reproduced, transmitted, published, sold, licensed or distributed to any third parties, or exploited in any other way without the written consent of Thinkerly or the respective right holder. Thinkerly also permits you to establish a link to materials on the Thinkerly Sites for personal and non-commercial use. Your access to Thinkerly Sites should not be construed as granting, by implication, estoppel or otherwise, any license or right to use any marks appearing on the site without the prior written consent of Thinkerly or the third party owner thereof. You agree not to remove any copyright or other proprietary notices if you download or print Content. You also agree not to circumvent or disable any security or other technical features that prevent or restrict the use or copying of the Content.

4.2 User Content.

Some of the Thinkerly Services allow users to upload, download, edit, host, share and/or publish content including, without limitation, images, icons, photographs, graphics, sounds, music, videos, texts, software, applications, feedback, data, messages, answers, questions, comments, suggestions, scores, hints, ideas, plans, orders, requests, location and training data, routes, reports or the like or any other materials (“User Content”). Thinkerly does not claim ownership in your User Content. Your submission of User Content to the Thinkerly Sites or Thinkerly Services does not transfer ownership rights in the User Content to Thinkerly. However, you are solely responsible for any submission of User Content and you agree to acquire any consents, permissions or licenses needed as required by these Terms and Conditions. If your User Content contains a link to content of a third party, you shall be responsible for acquiring consent for creating such link prior to making the User Content available if the consent is required by applicable legislation or terms of use of the linked sites. Upon such submission of any User Content to the Thinkerly Services, for example, in comments, by e-mail, by uploading, linking, SMS, and/or MMS, you will grant Thinkerly and its affiliates and sublicenses’ a non-exclusive, royalty-free, and free of charge, perpetual, worldwide, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, communicate to the public, make available, publish, translate, copy, modify, adapt, create derivative works of, distribute, and display such content or any concept described in it throughout the world in any media, product and/or service, including but not limited to games, applications, wireless devices and any related products, services and accessories, advertising, marketing and promotional materials, and digital reproductions, without compensation, restrictions on use, acknowledgment of source, accountability, or liability, and with waiver of all moral rights and rights of attribution, integrity, and identity. Thinkerly may, at its sole discretion, incorporate such User Content into any Thinkerly products or services. When other users of Thinkerly Services access or download your User Content, you also grant to such users a perpetual, worldwide, royalty-free and non-exclusive license to use, reproduce and have reproduced, modify and have modified, publicly perform and display such User Content and distribute reproduced and modified copies of such User Content in their personal and non-commercial use. By submitting User Content to the Thinkerly Services and using the Thinkerly Services you represent and warrant that:

(a) you own the User Content submitted by you to the Thinkerly Services or otherwise have the right to grant the license set forth in this section 4. User Content submitted by you does not contain content that is unlawful, defamatory, offensive, abusive, libellous, threatening, pornographic, harassing, racially or ethnically offensive or otherwise unfit for publication or that encourages to any illegal activity, criminal offence or civil liability;

(b) User Content submitted by you does not contain a virus, Trojan horse, “sniffer” routines, backdoors, “robots”, “spiders”, worms, time bombs, bots, or any other harmful software code, file, program or programming routine, or other contaminating or destructive features;

(c) you will not submit any advertisements or solicitations of business unless specifically allowed;

(d) User Content submitted by you does not infringe or misappropriate any patent, copyright, trademark, trade secret or any other proprietary intellectual property rights of others; and

(e) you will not submit any unauthorized or unsolicited bulk e-mail solicitations, chain letters, advertisements, marketing or promotional materials, “junk mail”, “spam”, pyramid schemes or any other solicitations or communications, including without limitation spamming us or other users of the Thinkerly Services, or use or collect other users’ e-mail addresses or phone numbers, or other users’ information or postings, or use the Thinkerly Services to perform any data collection, extraction or mining or gain or attempt to gain unauthorized access to our or any Thinkerly Services’ visitor’s computer system.

(f) you will not send any such messages through Thinkerly Services to any other user, or to Thinkerly that contain vulgar, abusive, or otherwise inappropriate language.

(g) you will not disrupt the flow of discussion in discussion boards with vulgar, abusive, or otherwise inappropriate language; or by other means, including endlessly and repeatedly hitting the Enter key or posting repetitive text.

(h) you agree not to take action against Thinkerly in relation to User Content that you submit.

(i) your postings or User Content submissions shall not cause injury or harm to any persons or entities.

(j) you will not use the Thinkerly Services to “stalk” or harass another person, and your User Content and use will not suggest or encourage any illegal activity.

(k) your use of the Thinkerly Services will not compromise the security or integrity of Thinkerly’s computer systems, networks, or web site(s) or servers, whether by allowing intruders into the same, introducing viruses or other threats, imposing a disproportionate or unreasonably large load on the Thinkerly Services or its infrastructure, or using any computer programming routine, file, or device to damage or interfere with the operation of the site(s) or services.

(l) You may not use the Thinkerly Services or other Thinkerly products or services for life critical or medical purposes.

Thinkerly further requires you to use good judgment and exercise discretion in choosing appropriate subjects and subject matter for any photos or video submissions to the Thinkerly Services. Please note that privacy laws may protect individuals with respect to their being photographed or videotaped, so please respect the privacy of others by asking for and obtaining their consent to be photographed or videotaped, as well as for your submissions of photos or videos to the Thinkerly Services. Any use of the Thinkerly Services, Content and User Content which does not comply with the foregoing is strictly prohibited. Thinkerly expressly disclaims any liability arising out of or relating to the User Content.

Written notifications of claimed copyright infringement should be sent to Thinkerly’s designated copyright agent (“Designated Agent”) at address:

Thinkerly S.r.l.
Via Luigi Vitali 1
20122 Milano – Italy
e-mail: info@thinkerly.com

To be effective, the notification must include the following:

(a) A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;

(b) Identification or description of the copyrighted work claimed to have been infringed;

(c) Identification or description of the material that is claimed to be infringing and information reasonably sufficient to the Designated Agent to locate the material;

(d) Your name, address, telephone number, e-mail address and any other information which will permit the Designated Agent to contact you;

(e) 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

(f) 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.

For written notifications of any other User Content which is inappropriate, unlawful, defamatory, offensive, abusive or otherwise unfit for publication please write to us to info@thinkerly.com stating your full name and address, details of the location of the User Content in question and a detailed explanation why it is inappropriate, offensive or unlawful. Thinkerly may remove or moderate any User Content that in the sole judgement of Thinkerly violates the Terms and Conditions or which may be offensive, illegal or violate the rights of, or harm or threaten the safety of, any person. Thinkerly assumes no responsibility for monitoring the Thinkerly Services for inappropriate User Content or conduct. If at any time Thinkerly chooses, at its sole discretion, to monitor the Thinkerly Services and moderate User Content, Thinkerly nonetheless assumes no responsibility for the User Content, no obligation to modify or remove any inappropriate User Content, and no responsibility for the conduct of the user submitting any such User Content. Other users of the Thinkerly Services will be asked to report all User Content inappropriate, unlawful, defamatory, offensive, and abusive or otherwise unfit for publication at info@thinkerly.com.

5. Comments and other Information

Please be aware that the submission of comments or information through other similar medium may be published in Thinkerly Services and subject to many kinds of different users of different age and level of experience and Thinkerly does not assume responsibility for monitoring of the material posted and published. Your use of public forums like comments, message boards and chat rooms is at your own risk and you are solely responsible for all and any actions you take as well as for all and any actions that you take based on information gained on such public forum.

6. Disclaimer of Warranties

THINKERLY SERVICES, AS WELL AS CONTENT AND USER CONTENT THEREOF, ARE PROVIDED BY THINKERLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. THINKERLY DOES NOT WARRANT THAT THE THINKERLY SERVICES WILL BE UNINTERRUPTED OR ERROR OR VIRUS-FREE. THINKERLY RESERVES THE RIGHT TO REVISE THE THINKERLY SERVICES OR WITHDRAW ACCESS TO THEM AT ANY TIME WITHOUT NOTICE TO YOU. THINKERLY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, RELIABILITY OR CONTENT OF THE THINKERLY SERVICES. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE USE OF THE THINKERLY SERVICES IS AT YOUR SOLE RISK AND THAT YOU ARE EXPOSED TO USER CONTENT FROM VARIOUS SOURCES. THINKERLY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY USER CONTENT OR INFORMATION PROVIDED BY OTHER USERS OF THE THINKERLY SERVICES.

7. Privacy Policy

Personal data i) submitted by you on or through the Thinkerly Services and ii) collected in the course of providing the Thinkerly Services are processed in accordance with the Thinkerly Privacy Policy. You acknowledge that the Privacy Policy explains how we track your usage of the service and process your personal data thereto including without limitation the purposes for which personal data is used, the categories of processed personal data, the disclosures of such personal data and the transfers of such personal data, which may take place also to countries outside EU/EEA in the course of the provision of the service. You agree and consent to such processing by accepting these terms and conditions and/or by using the Site. For further information please review the Privacy Policy on the Thinkerly website.

8. Direct Marketing

You may also give us your consent to use your personal data for direct marketing purposes. You have the right, at any time, to prohibit us or our third-party designees from using any personal data collected from you for direct marketing purposes, even if you have earlier consented to such use.

9. Fees, Purchase and Payment Terms

Thinkerly reserves the right to change its fees for Thinkerly Services, (if any) from time to time at its discretion. Thinkerly may from time to time launch other Thinkerly Services which may be subject to a separate charge and terms. You agree that all orders placed shall be legally valid and binding on you. As used here “order” shall mean the selection of the content available in the Thinkerly Services accompanied by the entering and sending of payment method and information, as well as selecting the “accept” button in the purchase order flow, or other indication of acceptance and confirmation of your order that is presented to you in the purchase order flow. Content licenses from the Thinkerly Services may be purchased through a range of payment methods as indicated on the Thinkerly Services from time to time. All orders placed through the Services are subject to Thinkerly’s acceptance.

Thinkerly is not liable for any fraudulent transactions due to your negligence. You agree to ensure that the instrument of payment for the payment method used is valid at the time of the transaction, that you are the rightful holder of the instrument and that the instrument is used within its credit limits. You acknowledge that your electronic order constitutes your agreement to be bound by and to pay for such transactions. Fees will be presented to you in different currencies depending on your location and shall be identified in the payment information at the time of the placement of your order. Prices include applicable taxes in effect at the time of your transaction, unless otherwise stated. Regardless of the currency used or the price shown to you by Thinkerly, there may be instances where you incur additional charges from your bank or credit card provider based on currency conversion rates used and/or additional fees assessed. Thinkerly assumes no responsibility for the payment of such fees or charges.

In case of termination or cancellation of your use of Thinkerly Services for any reason, Thinkerly shall not be under an obligation to refund or return any of your payments.

10. Limitations of Liability

EXCEPT FOR LIABILITY FOR DEATH OR PERSONAL INJURY OR DAMAGES CAUSED BY INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, THINKERLY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL OR OTHER DAMAGES, LOST PROFITS, BUSINESS REVENUE, GOODWILL, ANTICIPATED SAVINGS, OR DATA, CAUSED BY THE USE OF OR INABILITY TO USE THE THINKERLY SERVICES EVEN IF THE POSSIBILITY OF SUCH DAMAGES HAS BEEN ADVISED. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONS OF LIABILITY, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. OUR LIABILITY IS IN SUCH CASE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THESE TERMS ARE GOVERNED BY THE LAWS OF ITALY, WHILE THE SITE MAY BE HOSTED AND MADE AVAILABLE FROM OTHER JURISDICTION ACCORDING TO THE THINKERLY PRIVACY POLICY. IN THE EVENT YOU ACCESS THINKERLY SERVICES FROM OTHER JURISDICTIONS THAN ITALY, YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH THE LOCAL LAWS.

11. Indemnity

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THINKERLY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS AND OTHER USERS FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS AND ALL LIABILITIES, ASSESSMENTS, LOSSES, COSTS OR DAMAGES RESULTING FROM OR ARISING OUT OF: I) YOUR BREACH OF THESE TERMS AND CONDITIONS OR PRIVACY POLICY; II) YOUR INFRINGEMENT OR VIOLATION OF ANY INTELLECTUAL PROPERTY, OTHER RIGHTS OR PRIVACY OF A THIRD PARTY.

12. Term

These Terms and Conditions are effective as of 1 May 2016 and are valid until further notice. Thinkerly has the right to change these Terms and Conditions and Privacy Policy from time to time in its sole discretion. Such changes shall become effective upon posting a notification on this site and you agree to be bound to any and all of the changes when you use the Thinkerly Services. Thinkerly reserves the right, in its sole discretion and with immediate effects, and without any liability, to terminate your membership and your access to all or any part of the Thinkerly Services without prior notice; without limitation, Thinkerly may do so if you submit User Content that is infringing or otherwise in violation of these Terms and Conditions. You may also, at any time, terminate your registration to the Thinkerly Services. Please note that if you choose to terminate your registration, you will no longer have access to the Thinkerly Services. In the event of termination, the provisions of these Terms and Conditions and Privacy Policy that are intended to survive such termination shall remain unaffected including, without limitation, Clauses 10 (Limitations of liability) and 11 (Indemnity).

13. Assignment

Thinkerly shall have the right to assign these Terms and Conditions and Privacy Policy or its rights and obligations hereunder to a third party without your prior written consent, but may not be assigned by you without Thinkerly’s prior written consent.

14. General

The Thinkerly Services shall be governed by the laws of Italy without regard to conflict of law provisions. You agree that any dispute arising out of these Terms and Conditions and Privacy Policy shall be resolved exclusively in the district court of Milan, Italy. These Terms and Conditions together with Privacy Policy and other legal notices submitted by Thinkerly on the Thinkerly Services constitute the entire agreement between you and Thinkerly regarding the use of the Thinkerly Services. The failure of Thinkerly to exercise any right of this these Terms and Conditions and Privacy Policy shall not be considered as a waiver of such right. If any provision of these Terms and Conditions and Privacy Policy is considered unlawful or void, it does not affect the validity and enforceability of other provisions of this agreement. A failure of Thinkerly to insist upon the performance of one or more of the terms of these Terms and Conditions and Privacy Policy shall not be deemed to be a waiver of its rights to enforce such terms, or of any rights or remedies the Thinkerly may have in subsequent similar situations. It is your responsibility to review the Terms and Conditions and Privacy Policy regularly to ensure that you are up to date as to any changes in the Terms and Conditions and Privacy Policy. Please contact us at info@Thinkerly.com with any questions regarding these Terms and Conditions.