UPDATED ON 04-07-2014
This Agreement establishes the legally binding terms and conditions according to which Onclaude offers you access and use of its website at onclaude.com as well as all other sites owned and operated by it including all subdomains (collectively, the “Site”); and all services owned and operated by Onclaude (collectively, the “Service”) including but not limited to visiting or browsing the Site or contributing content, information or other materials or services to it or any interactive service that may be available to you through it.
Description of Service
Onclaude is a platform which fosters design innovation by empowering cutting-edge designers and companies through the provision of access to content and services; and promotes collaboration, networking and enhanced productivity in the professional design community. Through the Site and associated emails, websites and other media, Onclaude offers and/or makes available various content including but not limited to videos, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, projects, other material and information and associated trademarks and copyrightable works (collectively, the “Content”).
Onclaude, at its sole discretion, might also provide certain users of the Site with the opportunity to become a member of its network of design innovators (the “Network” or “Innovators Network”) and contribute, add, create, upload, submit, distribute, facilitate the distribution of, collect, post or otherwise make Content accessible. “User Content” or “User Submissions” thus refers to Content submitted by Users. In addition, Onclaude might, at its sole discretion, offer other kinds of services to certain users, including but not limited to fundraising tools through the Site.
Acknowledgement and Acceptance of Terms and Conditions
Users acknowledge and agree that Onclaude is not responsible for and has no control over Content posted or uploaded to the Site by Users. Users are solely responsible for their own Submissions in case of any violation of operating laws, rules, policies and procedures including those under this Agreement. Onclaude is not liable for damages caused directly or indirectly by use of the services provided.
All information publicly posted or privately transmitted through the Site and the Service is the sole responsibility of the User from which it originates. Onclaude is not liable for any errors or omissions in any Content on the Site. Users thus access Content through the Site and the Service at their own risk and Users themselves are solely responsible for any resulting damage or loss that their accessing the Site might have on any third party. Onclaude cannot guarantee the identity of Users with whom other Users interact whilst using the Site and/or the Service. Onclaude reserves the right to delete, edit, modify, reformat, excerpt or translate any User Submission.
By using the Site and the Service, Users agree to provide accurate and truthful information and to respect any operating rules on patents, trademarks, trade secrets and copyright.
You must be 18 years old to register for Onclaude. By using the Site and/or the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all its Terms and Conditions. Onclaude might, at its sole discretion, refuse to offer the Service to any person or entity or change its eligibility criteria at any time.
This Agreement does not establish any partnership, joint venture, franchise, employment or agency contract or any relationship whatsoever between Onclaude and Users. Users thus access and use the Site autonomously and independently of Onclaude at all times.
The Service (including, without limitation, any User Content or User Submissions) is provided only for your own personal, non-commercial use (except with respect to projects listed for crowdfunding as authorized through the Service).
Users are solely responsible for any Content that they might upload, publish, display, link to or otherwise make available on the Service, and Users agree that the Company is only acting as a passive conduit for Users’ online distribution and publication of Content. Users must be the owners of all Intellectual Property Rights associated with the Content they post, or have explicit permission from the owners of all such rights to post the said Content on Onclaude.
Users are responsible for the entirety of their activity in connection with the Service.
By way of example, and not as a limitation, Users shall not (and shall not permit any third party to) upload, download, post, submit, otherwise distribute or facilitate distribution of any User Content on or through the Service, including without limitation any User Submissions that:
Infringe any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violate any law or contractual duty of any state, country, territory or other jurisdiction;
- you know are false, misleading, untruthful or inaccurate;
- are unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene or offensive;
- constitute unauthorized or unsolicited advertising or promotional material or junk or bulk e-mail;
- contain software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of the Company or any third party or to impersonate any person or entity, including any employee or representative of the Company.
Additionally, Users shall not:
- Interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service;
- Thwart any measures the Company may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service);
- run Maillist, Listserv, any form of auto-responder or "spam" on the Service or use manual or automated software, or other processes which could affect the Service's operations or "crawl" or "spider" any page of the Site;
- decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms from any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction;
- modify, translate, or otherwise create derivative works of any part of the Service or copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.
Users shall abide by all applicable local, state, national and international laws and regulations.
The Company does not guarantee that any Content or User Submissions submitted to the Site will actually be accepted and made available on it or through the Service. In addition, the Company reserves the right to remove or modify any Content or User Submissions at its sole discretion without limitation, at any time, without notifying Users and for any reason whatsoever.
Onclaude undertakes no responsibility and assumes no liability for any Content that Users or any third parties may post or send over the Service. The Company is under no obligation to monitor the Site, Service, Content, or User Submissions but might do so at its sole discretion from time to time. Users understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that Users might send, upload, download, stream, post, transmit, display, or otherwise make available or access through their use of the Service, is solely their responsibility. Onclaude is not responsible for any public display or misuse of User Content. Users understand and acknowledge that they may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and Users agree that Onclaude shall not be liable for any damages Users or any third parties allege they incur as a result of such use of User Content.
Users are solely responsible for their interactions with other Onclaude Users. The Company reserves the right, but has no obligation, to monitor disputes between Users.
Users may browse the Site and view Content on the Site without registering but, as a condition of using certain aspects of the Service, Users may be required to sign up through their Facebook or Google account or through their email and may be required to provide a username and password. Users wanting to become a Member (a “Network Member” or “Member”) of Onclaude's Innovators Network will be required to go through an additional registration process providing their full name or the legal name of their business ("Member ID") as well as any other additional personal information that may be required to build their profile page.
Showcasing Work, Projects and Products
The Company may offer Users the opportunity to display their work, projects and/or products (collectively, their “Works”) on the Site and to share certain information about them. Users need to register as a Member of the Innovators Network to showcase their portfolio of Works. The Company might monitor your membership application process and, at its sole discretion, refuse to offer the Service to any person or entity or change its eligibility criteria for any reason whatsoever at any time.
Fees and Payments
Joining Onclaude as a Member of the Innovators Network is free for individual professionals, collective practices and studios run by individual professionals and non-profit organizations, while we might charge companies for membership, at our sole discretion.
Please note that we do charge for certain services. When you use a service that carries a fee you have an opportunity to review and accept the fees that you will be charged. Changes to fees are effective after we provide you with notice by posting the changes on the Site. You are responsible for paying all fees and taxes associated with your use of the Service.
The Service may permit you to link to other websites, advertisers, services or other resources on the internet which are not owned or controlled by the Company and other websites or resources may contain links to the Site. When you access third-party websites, you do so at your own risk. Those other websites are not under the Company's control, and you acknowledge that the Company is not liable for the content, function, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the Site does not imply endorsement by or affiliation with the Company. You further acknowledge and agree that the Company shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.
You agree that the Service contains Content specifically provided by the Company or its partners and that such Content may be protected by copyright, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and respect all copyright notices, information, and restrictions that may be contained in any Content you access through the Service.
The Company grants Users of the Site and/or Service a worldwide, non-exclusive, non-sub-licensable and non-transferable license to use, modify and reproduce Content on the Site, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any Content for any purpose other than personal, non-commercial use is expressly prohibited without prior written permission from the Company, or from the copyright holder identified in such Content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or for any other purpose that violates any third party right.
Third Party Intellectual Property: Copyright Notifications
Onclaude respects the intellectual property of others, and we ask our Users to do the same. The Company may, in appropriate circumstances but at its sole discretion, terminate the accounts of Users who infringe the intellectual property rights of others. Onclaude will remove infringing Content if properly notified that it infringes the copyright of others.
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Onclaude with a written notification containing the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- a description of the copyrighted work that you claim has been infringed;
- a description of where the material that you claim has been infringed is located on the Site, sufficient for Onclaude to be able to locate it;
- your address, telephone number, and email address
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and a statement by you that the above information you have provided is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.
The Company-designated agent for service of any notice of alleged copyright infringement is:
Via Bertelli 16/a, 20127 Milano
Ref: Onclaude - Copyright
Intellectual Property of Users, Network Members and Campaigns Creators
The Service may provide users with the ability to add, create, upload, submit, distribute or post content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Site (collectively, "User Submissions").
Onclaude does not acquire or retain ownership rights over User Submissions. However, Onclaude requires the following limited license to be entered into by all Users, including but not limited to Network Members and Project Creators:
Users grant Onclaude (and others acting on its behalf) a limited royalty-free license to host and display User Submissions, which lasts as long as you chose to host your Users Submissions, including your Works and your Campaigns, on the service. By grating this licence, you enable Onclaude to stream and to host, organize, display, feature, present, transmit, propagate and distribute your User Submissions across the Onclaude platform, as well as all other sites owned and operated by it including all subdomains (collectively, the “Site”) and all services owned and operated by Onclaude (collectively, the “Service”) that link back to your Users Submissions, including your Works and Campaigns and their associated trademarks, service marks, slogans, logos and similar proprietary rights (collectively, "Trademarks") in connection with the Service and Onclaude's businesses, promoting, marketing and redistributing part or all of the Site (and derivative works thereof) or the Service in any media format and through any media channel (including, without limitation, third-party websites). You also grant Onclaude to use and publish and permit its partners to use and publish User Submissions, Trademarks, names, likenesses and personal and biographical details of Users, including Network Members and Project Creators, in connection with the provision or marketing of the Service. The foregoing license hereby granted to Onclaude does not affect any other ownership or license rights Users may have over their User Submissions including the right to grant additional licenses over those User Submissions.
All Users, including but not limited to Network Members and Project Creators, represent and warrant, and can demonstrate to the Company’s full satisfaction upon request that they:
- own or otherwise control all rights to all content contained in their User Submissions, or that the content in such User Submissions is already in the public domain;
- are authorized to grant all of the aforementioned rights to their User Submissions to the Company and all Users of the Service;
- agree to pay all royalties and other amounts owed to any person or entity for any User Submissions that they might submit to the Service.
- the use or other exploitation of their User Submissions by the Company and use or other exploitation of them by Users of the Site and Service as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyright, contract rights, or any other intellectual property or proprietary rights;
- all information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which such content originated and the Company will not be liable for any errors or omissions in any Content;
- the Company shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted by them;
- the Company cannot guarantee the identity of other Users with whom Users may interact in the course of using the Service;
- the Company does not endorse and has no control over User Submissions;
- the Company cannot guarantee the authenticity of any data which Users may provide about themselves.
Users further agree that:
Finally, Users acknowledge that all Content accessed by them using the Service is at their own risk and they will be solely responsible for any damage or loss to any third party resulting therefrom.
Limitation of Liability
IN NO EVENT OR CIRCUMSTANCES SHALL THE COMPANY OR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE.
ONCLAUDE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS, MISTAKES, OR INACCURACIES IN CONTENT; PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE; ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; ANY ERRORS OR OMISSIONS IN ANY CONTENT; OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE AND/OR USER CONTENT; OR FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
In no event or circumstances shall Onclaude be considered responsible for the malfunctioning of the Service, including but not limited to the malfunctioning, fault, overload or interruption of telephone lines, electricity lines, and/or other online transmission instruments or any other cause that does not depend on its own conduct.
In addition, Onclaude shall not be considered responsible for its failure to perform its own obligations due to causes outside its control or force majeure, including physical and environmental catastrophes and unforeseeable events. More particularly, Onclaude is not responsible for faults or malfunctions of its site of any type caused by fire, explosion, earthquake, volcanic eruptions, landslides, cyclones, storms, floods, hurricanes, avalanches, war, riots, civil disorder, strikes and any other unforeseeable exceptional cause which impedes the provision of the agreed Service.
Onclaude shall also not be held responsible for third parties' failures which prejudice the operations of the Service, including malfunctioning telephone lines and controllers which manage telematic traffic.
Onclaude shall maintain an efficient Service but, in the event that it is forced to interrupt the Service for exceptional events or for maintenance, Onclaude will restore the Service as quickly as possible in order to reduce the risk of any type of inconvenience to a minimum.
Onclaude will establish the procedure for accessing the Service and reserves the right to improve it at any time in order to increase efficiency. Onclaude will provide Users with all the technical specifications necessary in order to be able to access the Services.
Lack of Warranty
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ONCLAUDE, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
ONCLAUDE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND ONCLAUDE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
Operation and use of the Service (and any further regulations, policies or guidelines to be integrated into this document) shall be governed by Italian state laws, without giving effect to any principles of conflicts of law. Users declare that any legal action and/or dispute arising out of or relating to these terms shall be filed only in the Court of Milano.
Notice re: Art. 13 Legislative Decree 196/2003
We inform Users that Legislative Decree 196/03 (personal data protection code) provides for the protection of persons and other subjects as regards personal data processing. According to the indicated regulation, this processing shall be based on principles of correctness, lawfulness and protection of Users’ confidentiality and rights.
Pursuant to Art. 13 of Legislative Decree 196/03, we thus inform Users of the following:
Data provided by Users will be processed for the following purposes: management and execution of the Agreement signed by Users; organisation and execution of the Service; performance of the legal obligations or other obligations required by the competent authorities.
Processing shall be carried out by using informatic/manual tools.
Data transfer is not obligatory but, should Users not agree, this could lead to Onclaude being unable to fulfil its obligations for the provision of the Service requested in good time and Users are urged to be amenable.
Without prejudice to that which is strictly necessary for the correct execution of this Agreement, the data in question shall not be communicated to other subjects, nor shall it be diffused, without Users' express authorisation.
The data controller is Onclaude by Maria Serra, with offices in Milano, Via Bertelli 16/A, who Users may contact to avail their rights as according to Art. 7 of Legislative Decree 196/03.
Having acquired the information as before mentioned, Users declare their consent to the processing of the data provided as above described and subject to Art. 13 of Legislative Decree 196/03.