Last Revised: March 12, 2018
Below we have listed important legal terms that apply to anyone who visits our website or uses our services. These terms are necessary in order to protect both you and us, and to make our services possible and more enjoyable for everyone. Dealernh.com offers a wide range of services and features and part of the terms below may not be relevant to the specific services you use.
We understand that legal terms can be exhausting to read, and we’ve tried to make the experience more pleasant. If you have any suggestions on how we can improve them, you are more than welcome to contact us at firstname.lastname@example.org.
1.1. Our Purpose
Our services offer New Holland Agriculture Dealers the ability to easily create beautiful and functional online presence, to manage and promote businesses, content and ideas, and have an overall great experience doing so – without being tech-savvy or a design guru. As detailed below, we offer our users numerous tools and features for creating, publishing and use of websites. The online websites and platforms created by Users are collectively referred to herein as (“User Platform(s)”).
1.2. Legal Agreement
The Dealernh Terms constitute a binding and enforceable legal contract between AND EMILI Srl (the company which operates the Dealernh.com) and you in relation to the use of any Dealernh Services - so please read them carefully.
1.3. User Account
In order to access and use certain sections and features of the Dealernh Services, you must first register and create an account with Dealernh.com (“User Account”).
If anyone other than yourself accesses your User Account and/or any of your User Platforms’ settings, they may perform any actions available to you (unless as specifically stated otherwise on the Dealernh Services), make changes to your User Platform(s) and User Account, and accept any legal terms available therein, make various representations and warranties and more – and all such activities will be deemed to have occurred on your behalf and in your name.
Therefore, we strongly encourage you to keep the log-in credentials of your User Account confidential, and allow such access only to people you trust - as you will be solely and fully responsible for all activities that occur under your User Account and/or User Platforms (including for any representations, warranties and undertakings made therein), whether or not specifically authorized by you, and for any damages, expenses or losses that may result from such activities.
You must provide accurate and complete information when registering your User Account and using the Dealernh Services, to which you are the sole and exclusive rights holder. We strongly encourage you to provide your own (or your company’s) contact and billing details, including your valid e-mail address, as we may use it to identify and determine the actual and true owner of the User Account and/or User Content (as defined below) submitted to us.
In case of a dispute on User Account ownership, we reserve the right to determine ownership to a User Account based on our reasonable judgment, whether or not an independent investigation has been conducted by us. However, if we cannot make such determination (as we may deem in our sole discretion), we reserve the right to avoid doing so and/or suspend a User Account until the parties disputing such ownership, reach a resolution, without liability to you or to any other party. We may request documentation (e.g. government-issued ID, a business license) that may assist us in determining ownership. Among others, we may consider the principles set forth below.
- AND EMILI Srl will consider the owner of a User Account, User Platform and/or User Content created and/or uploaded to the relevant Dealernh Service, as the person or entity who has access to the e-mail address then listed in Dealernh.com’s records for such User Account under which such User Platform or User Content was created.
- If any Paid Services (as defined in Section 5 below) were purchased via a User Account, AND EMILI Srl will consider the owner of such User Account and/or the relevant User Platform and/or User Content created thereunder, may be considered to be the person or entity whose billing details were used to purchase such Paid Services (“Billing Information”). Notwithstanding the foregoing, when applicable if a User Platform was connected to an external domain name (either imported or purchased as part of certain Paid Services, as defined below), and such domain’s registration information is publicly available via the WHOIS database provided on the www.whois.net website or on Dealernh.com’s database, AND EMILI Srl will consider the owner of such User Platform as the person or entity registered as the registrant of such domain thereunder. In the event that an individual and an organization are both registered as the registrant or the registrant organization of such domain, AND EMILI Srl will consider the organization as the actual owner of the domain, and therefore as the owner of the User Platform connected to such domain. In event the Billing Information indicates one person as the owner of the User Platform and the domain registration indicates a different owner, AND EMILI Srl shall consider the person registered as the owner of the domain connected to the Dealernh.com Account as the owner of the User Platform.
- Notwithstanding the forgoing, AND EMILI Srl shall have the right to determine the ownership of User Content and/or a User Website as it chooses, including by ignoring the indications set forth above, in event AND EMILI Srl deems, at its sole discretion, that the situation justifies such determination, all based upon the factual situation as determined by AND EMILI Srl.
2. Your Obligations
2.1. You represent and warrant that:
- you are at least eighteen (18) years of age, or of the legal age of majority in your jurisdiction, and possess the legal authority, right and freedom to enter into the Dealernh Terms and to form a binding agreement, for yourself or on behalf of the person or entity committed by you to the Dealernh Terms;
- your country of residence and/or your company’s country of incorporation is the same as the country specified in the contact and/or billing address you provide us;
- you understand that AND EMILI Srl does not provide any legal advice or any recommendation with respect to any laws or requirements applicable to your use or any of your End Users, or your compliance therewith;
And specifically regarding your User Content:
- you own all rights in and to any content uploaded by you, or imported, copied or uploaded by Dealernh Services for you, to your User Platform (“User Content”), including any designs, images, animations, videos, audio files, fonts, logos, code, illustrations, compositions, artworks, interfaces, text, literary works and any other materials (“Content”), or otherwise have (and will continue to have) the full power, title, licenses, consents and authority, in and to the User Content, as necessary to legally access to, import, copy, use, publish, transfer or license such User Content, by you and us or any of our affiliates;
- you have (and will maintain) the full power, title, licenses, consents and authority to allow Dealernh Services to access any websites, web pages and/or other online services, for the purpose of importing, copying, displaying, uploading, transmitting and/or otherwise using, your User Content.
- the User Content is (and will continue to be) true, current, accurate, non-infringing upon any third party rights, and in no way unlawful for you to upload, import, copy, possess, post, transmit, display or otherwise use, in the country in which you or your User Platform’s visitors and users (“End Users”) reside, or for Dealernh.com and/or your End Users to access, import, copy, upload, use or possess in connection with the Dealernh Services;
- you have obtained all consents and permissions required under all applicable laws, regarding the posting, transmission and publication of any personal information and/or image or likeness of any person, entity or property which is part of the User Content, and you will adhere to all laws applicable thereto.
2.2. You undertake and agree to:
- fully comply with all applicable laws and any other contractual terms which govern your use of the Dealernh Services (and any related interaction or transaction), including those specific laws applicable to you or your End Users in any of your geographical locations;
- be solely responsible and liable with respect to any of the uses of the Dealernh Services which occur under your User Account and/or User Platform(s), and for any of your User Content (including for any consequences of accessing, importing, uploading, copying, using or publishing such User Content on or with respect to the Dealernh Services);
- regularly and independently save and backup any of your User Content and the information that is being processed by you regarding your User Platform, including with respect to End Users, User Products, and any applications and/or Third Party Services used by you;
- receive from time to time promotional messages and materials from AND EMILI Srl or its partners, by mail, e-mail or any other contact form you may provide us with (including your phone number for calls or text messages). If you wish not to receive such promotional materials or notices – please just notify us at any time;
- allow AND EMILI Srl to use in perpetuity, worldwide and free of charge, any version of your User Platform (or any part thereof) for any of Dealernh.com’s marketing and promotional activities, online and/or offline, and modify it as reasonably required for such purposes, and you waive any claims against AND EMILI Srl or anyone on its behalf relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide that you may have in or to your User Platform with respect to such limited permitted uses;
- AND EMILI Srl’s sole discretion as to the means, manner, and method for performing the Dealernh Services, including those regarding the hosting, transmission, publication and/or display of any User Platforms and/or Content (including the inclusion and presentation of any advertisements or other commercial content with respect thereto).
- AND EMILI Srl shall have the right to offer the Dealernh Services in alternative price plans and impose different restrictions as for the upload, storage, download and use of the Dealernh Services in each price plan, including, without limitation, restrictions on network traffic and bandwidth, size and/or length of Content, quality and/or format of Content, sources of Content, volume of download time, number of subscribers to your Content, etc.
2.3. You agree and undertake not to:
- copy, modify, create derivative works of, download, adapt, reverse engineer, emulate, migrate to another service, translate, compile, decompile or disassemble the Dealernh Website, the Dealernh Services (or any part thereof), any Content offered by AND EMILI Srl or Third Party Services for use and display within User Platforms (“Licensed Content”) and/or any part thereof in any way, or publicly display, perform, transmit or distribute any of the foregoing without AND EMILI Srl’s prior written and specific consent and/or as expressly permitted under the Dealernh Terms;
- submit, transmit or display any User Content, or use Licensed Content in a context, which may be deemed as defamatory, libelous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive or fraudulent, encouraging criminal or harmful conduct, or which otherwise violates the rights of Dealernh.com or any third party (including any intellectual property rights, privacy rights, contractual or fiduciary rights), or otherwise shows any person, entity or brand in a bad or disparaging light, without their prior explicit approval;
- use any illegal action to collect login data and/or passwords for other websites, third parties, software or services;
- phish, collect, upload, or otherwise make available credit card information or other forms of financial data used for collecting payments, unless done in accordance with any applicable law, including, with the PCI DSS standard when applicable;
- upload, insert, collect or otherwise make available within the Dealernh Website or the Dealernh Services (or any part thereof), any malicious, unlawful, defamatory or obscene Content;
- publish and/or make any use of the Dealernh Services or Licensed Content on any website, media, network or system other than those provided by Dealernh.com, and/or frame, “deep link”, “page scrape”, mirror and/or create a browser or border environment around any of the Dealernh Services, Licensed Content and/or User Platform (or any part thereof), except as expressly permitted by Dealernh.com, in advance and in writing;
- use any “robot”, “spider” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Dealernh Services (or its data and/or Content), or in any way reproduce or circumvent the navigational structure or presentation of any of the Dealernh Services to obtain or attempt to obtain any materials, documents, services or information through any means not purposely made available through the Dealernh Services;
- act in a manner which might be perceived as damaging to AND EMILI Srl’s reputation and goodwill or which may bring AND EMILI Srl into disrepute or harm;
- purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Dealernh.com or Dealernh.com Marks and/or variations and misspellings thereof;
- impersonate any person or entity or provide false information on the Dealernh Services and/or User Platform, whether directly or indirectly, or otherwise perform any manipulation in order to disguise your identity or the origin of any message or transmittal you send to Dealernh.com and/or any End Users;
- falsely state or otherwise misrepresent your affiliation with any person or entity, or falsely express or imply that Dealernh.com or any third party endorses you, your User Platform, your business, your User Products, or any statement you make;
- reverse look-up, trace, or seek to trace another User of Dealernh Services, or otherwise interfere with or violate any other User’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Dealernh Services and/or User Platform without their express and informed consent;
- disable, circumvent, bypass or otherwise avoid any measures used to prevent or restrict access to the Dealernh Services, User Platform, the account of another User(s), or any other systems or networks connected to the Dealernh Services, by hacking, password mining, or other illegitimate or prohibited means;
- probe, scan, or test the vulnerability of the Dealernh Services or any network connected to the Dealernh Services;
- upload to the Dealernh Services and/or User Platform or otherwise use them to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
- take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Dealernh Services or Dealernh.com’s systems or networks connected to the Dealernh Services, or otherwise interfere with or disrupt the operation of any of the Dealernh Services, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
- use any of the Dealernh Services and/or User Platform in connection with any form of spam, unsolicited mail, fraud, scam, phishing, “chain letters”, “pyramid schemes” or similar conduct, or otherwise engage in unethical marketing or advertising;
- access to Dealernh Services, User Accounts, Licensed Content and/or User Content, through any means or technology (e.g. scraping and crawling), other than our publicly supported interfaces.
- sell, license, or exploit for any commercial purposes any use of or access to the Licensed Content and/or Dealernh Services, except as expressly permitted by the Dealernh Terms;
- remove or alter any copyright notices, watermarks, restrictions and signs indicating proprietary rights of any of our licensors, including copyright mark [©], Creative Commons [(cc)] indicators, or trademarks [® or ™] contained in or accompanying the Dealernh Services and/or Licensed Content; or
- violate, attempt to violate, or otherwise fail to comply with any of the Dealernh Terms or any laws or requirements applicable to your use of the Dealernh Services.
You acknowledge and agree that your failure to abide by any of the foregoing or any misrepresentation made by you herein may result in the immediate termination of your User Account and/or any Services provided to you – with or without further notice to you, and without any refund of amounts paid on account of any such Services.
3. Content and Ownership
3.1. Your Intellectual Property
As between AND EMILI Srl and you, you shall own all intellectual property pertaining to your User Content and to any other materials created by you, including to any designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, code, interfaces, text and literary works. AND EMILI Srl does not claim ownership rights on your content. For the sole purpose of granting you the service, You know and agree that we will need to access, upload and/or copy your User Content to our platform, including cloud services and CDN’s, to make display adjustments, to duplicate for backup and perform any other technical actions and/or uses required to perform our services, as we deem fit.
3.2. Dealernh.com’s Intellectual Property
All rights, title and interest in and to the Dealernh Services, including any and all copyrightable materials or any other content thereof which is or may be subject to any intellectual property rights under any applicable law (including any artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the “look and feel” of the Dealernh Services, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), and any derivations thereof, are owned by and/or licensed to Dealernh.com.
Subject to your full compliance with the Dealernh Terms and timely payment of all applicable Fees, AND EMILI Srl hereby grants you, upon creating your User Account and for as long as AND EMILI Srl wishes to provide you with the Dealernh Services, a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to use the Dealernh Services and Licensed Content, for the purpose of generating and displaying your User Platform to End Users and offering your User Products (as defined below) therein, solely as expressly permitted under the Dealernh Terms, and solely within the Dealernh Services.
The Dealernh Terms do not convey any right or interest in or to AND EMILI Srl’s Intellectual Property (or any part thereof), except only for the limited license expressly granted above. Nothing in the Dealernh Terms constitutes an assignment or waiver of AND EMILI Srl’s Intellectual Property rights under any law.
3.3. Feedback and Suggestions
If you provide us with any suggestions, comments or other feedback relating to the Dealernh Services (whether existing, suggested or contemplated), which is or may be subject to any Intellectual Property rights (“Feedback”), such Feedback shall be exclusively owned by AND EMILI Srl. By providing such Feedback to Dealernh.com, you acknowledge and agree that it may be used by AND EMILI Srl in order to: (i) further develop, customize and improve of the Dealernh Services, (ii) provide ongoing assistance and technical support, (iii) contact you with general or personalized Dealernh.com -related notices and/or interview requests based on your feedback or otherwise, (iv) facilitate, sponsor and offer certain promotions, and monitor performance, (v) to create aggregated statistical data and other aggregated and/or inferred information, which AND EMILI Srl may use to provide and improve its services, (vi) to enhance Dealernh.com data security and fraud prevention capabilities, and (vii) to comply with any applicable laws and regulations. In addition, you (1) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third party rights; (2) irrevocably assign to Dealernh any right, title and interest you may have in such Feedback and (3) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide in or to such Feedback.
5. Service Fees
5.1. Paid Services
The use of certain Dealernh Services may be subject to payment of particular fees, as determined by AND EMILI Srl in its sole discretion (“Paid Services” and “Fee(s)”, respectively). AND EMILI Srl will provide notice of such Fees then in effect in relation to such Paid Services. If you wish to receive or use such Paid Services, you are required to pay all applicable Fees in advance.
AND EMILI Srl reserves the right to change its Fees at any time, upon notice to you if such change may affect your existing subscriptions. If you received a discount or other promotional offer, AND EMILI Srl shall have the right to automatically and without notice renew your subscription to such Dealernh Service(s) at the full applicable Fee.
All Fees shall be deemed to be in Euro (€), except as specifically stated otherwise in writing by AND EMILI Srl. To the extent permitted by law (and unless specified otherwise by AND EMILI Srl in writing), all Fees are exclusive of all taxes (including value added tax, sales tax, goods and services tax, etc.), levies or duties imposed by taxing authorities (“Taxes”), and you shall be responsible for payment of all applicable Taxes relating to your use of the Dealernh Services.
As part of registering or submitting information to receive Paid Services, you also authorize AND EMILI Srl (either directly or through its affiliates, subsidiaries or other third parties) to request and collect payment (or otherwise charge, refund or take any other billing actions) from our payment provider or your designated banking account, and to make any inquiries AND EMILI Srl or its affiliates may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from your payment, credit card or banking account provider (e.g., updated expiry date or card number as may be provided to us by your credit card company).
5.3. Subscription Auto-Renewals
In order to ensure that you do not experience any interruption or loss of services, certain Paid Services include an automatic renewal option by default, according to which, unless you turn-off he auto-renewal option, such Paid Services will automatically renew upon the end of the applicable subscription period, for a renewal period equal in time to the original subscription period (excluding extended periods).
For example, if the original subscription period for a Service is one year, each of its renewal periods (where applicable) will be for one year. Accordingly, where applicable, AND EMILI Srl will attempt to automatically charge you the applicable Fees using the payment method you have on file with Dealernh.com, within thirty (30) days before such renewal period commences. In the event of failure to collect the Fees owed by you, we may in our sole discretion (but shall not be obligated to) retry to collect on a later time, and/or suspend or cancel your User Account, without further notice. AND EMILI Srl will endeavor to provide you a notice prior to the renewal of such Paid Service at least thirty (30) days in advance of the renewal date.
You may turn-off the auto-renewal option or cancel your Paid Services at any time via your User Account or by visiting Dealernh.com Help Center at least sixty (60) days in advance of the renewal date.
Certain domains are subject to a different renewal policy as detailed in the Domains Registration Agreement. Notwithstanding anything to the contrary in the foregoing, you are and shall be solely responsible to verify and ensure the successful renewal of the Dealernh Services you use (whether or not such Dealernh Services are subject to automatic subscription renewals). Accordingly, you shall be solely responsible with respect to any discontinuation of any Dealernh Services previously purchased by you, including due to a cancellation, failure to charge the applicable recurring Fees, or due to any Dealernh Services not being subject to automatic subscription renewals. You acknowledge and agree that you shall not have any claims against AND EMILI Srl in relation to the discontinuation of any Dealernh Services or Third Party Services, for whatever reason.
If, at any time, we record a decline, chargeback or other rejection of a charge of any payable Fees on your Dealernh.com account (“Chargeback”), this will be considered as a breach of your payment obligations hereunder, and your use of the Dealernh Services may be automatically disabled or terminated.
In the event a Chargeback is performed, your User Account may be blocked without the option to re-purchase or re-use it, and any data contained in such User Account, including any domains, applications and Third Party Services may be subject to cancellation and Capacity Loss (as defined in Section 6.3 below).
Your use of the Dealernh Services will not resume until you re-subscribe for any such Dealernh Services, and pay any applicable Fees in full, including any fees and expenses incurred by AND EMILI Srl and/or any Third Party Services for each Chargeback received (including Fees for Dealernh Services provided prior to the Chargeback, handling and processing charges and fees incurred by the payment processor).
If you have any questions or concerns regarding a payment made to Dealernh.com, we encourage you to first contact our Customer Support team before filing a Chargeback or reversal of payment, in order to prevent the Dealernh Services from being cancelled and your User Account being blocked, and to avoid the filing of an unwarranted or erroneous Chargeback, which may result in your being liable for its applicable Fees, in addition to re-payment of all the Fees applicable to the Dealernh Services purchased (and charged-back) by you.
We reserve our right to dispute any Chargeback received, including by providing the relevant credit card company or financial institution with any information and documentation proving that the User responsible for such Chargeback did in fact authorize the transaction and make use of the services rendered thereafter.
6.1. Cancellation by User
You may discontinue to use and request to cancel your User Account and/or any Dealernh Services at any time, in accordance with the instructions available on the Dealernh Services. The effective date and time for such cancellation shall be the date and time on which you have completed the cancellation process on the Dealernh Services, and the effective date for cancellation of Paid Services shall be at the end of such Paid Services’ subscription period.
Notwithstanding anything to the contrary in the foregoing, with respect to automatically-renewed subscriptions to Paid Services, such subscription will be discontinued only upon the expiration of the respective period for which you have already made payment. Please note that as the cancellation process may take a few days, in order to avoid the next automatic renewal and respective charge the cancellation request should be made at least sixty (60) days prior to the expiration of the then-current service period.
For more information about cancelling your Paid Services, please contact our Customer Support team.
6.2. Cancellation by Dealernh
Failure to comply with any of the Dealernh Terms and/or to pay any due Fee shall entitle AND EMILI Srl to suspend (until full payment is made) or cancel your User Account and User Platform (or certain features thereof), as well as the provision of any related Dealernh Services (e.g., Paid Services) or Third Party Services to you.
6.3. Loss of Data, Content and Capacity
If your User Account or any Dealernh Services or Third Party Services related to your User Account are cancelled (whether at your request or at AND EMILI’s discretion), it may cause or result in the loss of certain content, features, or capacity of your User Account, including any User Content, End User data or other usage data retained therein, and including any domain name reservation or registration that was included in such Services (“Capacity Loss”). AND EMILI Srl shall not be liable in any way for such Capacity Loss, or for saving a backup of your User Account, User Content or End User data. Please also note that additional Fees may apply to re-activation of a User Account and/or any Dealernh Services following their cancellation, as determined by AND EMILI Srl in its sole discretion.
7. Misconduct and Copyrights
7.1. Misconduct and Abuse
When using the Dealernh Services, you may be exposed to User Platforms, User Content or Third Party Services from a variety of sources, which may be inaccurate, offensive, objectionable or illegal. You hereby waive any legal or equitable rights or remedies you have or may have against AND EMILI Srl with respect thereto.
If you believe a User or any Third Party Services acted inappropriately or otherwise misused any of the Dealernh Services, please immediately report such User and/or Third Party Service to us via this form. You agree that your report shall not impose any responsibility or liability upon AND EMILI Srl, and that AND EMILI Srl may consider such report and act upon it, refrain from taking any such action or require additional information or documents before doing so, at its sole discretion.
8. Disclaimer of Warranties
We provide the Dealernh Services on an “As Is”, “with all faults” and “As Available” basis, without any warranties of any kind, including any implied warranties or conditions of merchantability, fitness for a particular purpose, workmanlike effort, non-infringement, or any other warranty – all to the fullest extent permitted by law. We specifically do not represent or warrant that the Dealernh Services (or any part, feature or Content thereof) are complete, accurate, of any certain quality, reliable or secure in any way, suitable for or compatible with any of your (or your End Users’) contemplated activities, devices, operating systems, browsers, software or tools (or that they will remain as such at any time), or comply with any laws applicable to you or your End Users (including in any jurisdiction in which you operate), or that their operation will be free of any viruses, bugs or other harmful components or program limitations.
AND EMILI Srl may, at its sole discretion (however it shall have no obligation to do so), screen, monitor and/or edit any User Platform and/or User Content, at any time and for any reason, with or without notice.
Notwithstanding anything to the contrary in the foregoing, in no circumstances may AND EMILI Srl be considered as a “publisher” of any User Content, does not in any way endorse any User Content, and assumes no liability for any User Content uploaded, posted, published and/or made available by any User or any other party on and/or through the Dealernh Services, for any use by any party, or for any loss, deletion or damage thereto or thereof or any loss, damage, cost or expense that you or others may suffer or incur as a result of or in connection with publishing, accessing and/or relying on any User Content. Furthermore, AND EMILI Srl shall not be liable for any mistakes, defamation, libel, falsehoods, obscenity, pornography, incitement and/or any other unlawful and/or infringing User Content you or any other party may encounter.
AND EMILI Srl does not recommend the use of the Dealernh Services for hosting of personal content and shall not bear any security or integrity obligations or risks regarding breach or damage to any such content.
Please note that certain Dealernh Services are currently offered in their BETA version, and undergoing BETA testing. You understand and agree that certain Dealernh Services may still contain software bugs, suffer disruptions and not operate as intended or designated. Your use of the Dealernh Services at this BETA stage signifies your agreement to participate in such Dealernh Services’ BETA testing.
9. Limitation of Liability
To the fullest extent permitted by law in each applicable jurisdiction, AND EMILI Srl, its officers, directors, shareholders, employees, affiliates and/or agents shall not be liable to you for any direct, indirect, incidental, special, punitive, exemplary or consequential damages whatsoever, including any damages resulting from (1) errors, mistakes, or inaccuracies of or in any content; (2) any personal injury or property damage related to your use of the Dealernh Services; (3) any unauthorized access to or use of our servers and/or any personal information and/or other information stored therein; (4) any interruption or cessation of transmission to or from the Dealernh Services; (5) the use or display of any Content or User Content posted, emailed, transmitted, or otherwise made available via the Dealernh Services; (6) events beyond the reasonable control of AND EMILI Srl, including any internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, intergalactic struggles, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties; and/or (7) loss of use, data, profits, goodwill, or other intangible losses, resulting from the use or the inability to use any or all of Dealernh Services.
You acknowledge and agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for Dealernh services to you, and such limitations will apply even if AND EMILI Srl has been advised of the possibility of such liabilities.
11.1. Changes & Updates
AND EMILI Srl reserves the right to change, suspend or terminate any of the Dealernh Services (or any features thereof, or prices applicable thereto), and/or cancel your access to any of the Dealernh Services (including removal of any materials created by you in connection with the Dealernh Services) for any reason and/or change any of the Dealernh Terms with or without prior notice - at any time and in any manner.
You agree that AND EMILI Srl will not be liable to you or to any third party for any modification, suspension or discontinuance of those Dealernh Services.
If any such changes involve the payment of additional Fees, we will provide you with a notice of such Fees prior to enabling such specific changes. If you fail or refuse to pay such Fees, we may (at our sole discretion) cancel your User Account (as further explained in Section 6 above), continue to support your then-current Dealernh Services without enabling such changes, or provide you with alternative Services.
11.2. Governing Law & Jurisdiction
The Dealernh Terms, the rights and remedies provided hereunder, and any and all claims and disputes related hereto and/or to the Dealernh Services, their interpretation, or the breach, termination or validity thereof, the relationships which result from or pursuant to the Dealernh Terms, or any related transaction or purchase, shall be governed by, construed under and enforced in all respects solely and exclusively in accordance with the internal substantive laws of the Italian Republic, without respect to its conflict of laws principles.
Any and all such claims and disputes shall be brought in, and you hereby consent to them being decided exclusively by, a court of competent jurisdiction located in Reggio Emilia, Italy.
We may provide you with notices in any of the following methods: (1) via the Dealernh Services, including by a banner or pop-up within the Dealernh Website, User Account or elsewhere; (2) by e-mail, sent to the e-mail address you provided us; and/or (3) through any other means, including any phone number or physical address you provided us. Dealernh’s notice to you will be deemed received and effective within twenty four (24) hours after it was published or sent through any of the foregoing methods, unless otherwise indicated in the notice.
The Dealernh Terms, and your use of the Dealernh Services, do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between AND EMILI Srl and you.
11.5. Entire Agreement
AND EMILI Srl may assign its rights and/or obligations hereunder and/or transfer ownership rights and title in the Dealernh Services and/or Licensed Content to a third party without your consent or prior notice to you. You may not assign or transfer any of your rights and obligations hereunder without the prior written consent of AND EMILI Srl. Any attempted or actual assignment thereof without AND EMILI Srl’s prior explicit and written consent will be null and void. In any event, an assignment or transfer pursuant to this Section 11.6 shall not in itself grant either AND EMILI Srl or you the right to cancel any Dealernh Services or Third Party Services then in effect.
11.7. Severability & Waivers
If any provision of the Dealernh Terms is deemed by a court of competent jurisdiction to be invalid, unlawful, void, or for any reason unenforceable, then such provision shall be deemed severable and will not affect the validity and enforceability of the remaining provisions. No Waiver of any breach or default of any of the Dealernh Terms shall be deemed to be a waiver of any preceding or subsequent breach or default.
11.8. Customer Service Contact
To get in touch with our Customer Service - please send an email message to email@example.com.