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Terms & conditions

These LinkedData.Center terms & conditions (“Agreement” or “Terms”) govern your acquisition and use of LinkedData.Center’s services. If you register for a free trial for LinkedData.Center’s services, this agreement will also govern that free trial. By accepting this agreement, either by clicking a box indicating your acceptance or by executing an order form that references this agreement, you agree to the terms of this agreement. If you are entering into this agreement 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 terms, 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 terms, you must not accept this agreement and may not use the services.

You may not access the Services if You are LinkedData.Center’s direct or indirect competitor, except with LinkedData.Center’s  prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

LinkedData.Center reserves the right to change these Terms or any Services at any time, effective upon the posting of modified Terms or Services on the Website, and LinkedData.Center will make every effort to communicate these changes to You via email or notification via the Website. It is likely that the Terms will change over time.  It is Your obligation to ensure that You have read, understood and agree to the most recent Terms available on the Website. 

This Agreement was last updated on 9 October 2016. It replaces any prior agreement(s) and is effective between You and LinkedData.Center as of the date of You first executing an Order Form subscribing for the Services.

1. DEFINITIONS

"Agreement" or “Terms”
means these LinkedData.Center Terms and Conditions.
"Access Fee"
means the monthly fee (excluding any taxes and duties) and any applicable one-time service fees payable by You in accordance with the fee schedule set out on the Website and as agreed to in Your Order Form for the Services.
"Billing Contact"
means Your nominated contact entity and address for billing purposes. 
"Confidential Information"
includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Services, but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.
"Data"
means any data inputted by You or with Your authority into the Website.
"Intellectual Property Right"
means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered. 
"Invited User"
means any person or entity, other than the Subscriber, that uses the Services with the authorisation of the Subscriber from time to time.
"Services"
means the online inventory management and multi-sales channel and merchant price feeds services made available (as may be changed or updated from time to time by LinkedData.Center) via the Website.
"Subscriber"
means the person who registers to use the Services and, where the context permits, includes any entity on whose behalf that person registers to use the Services and is permitted to do so under this Agreement.
"LinkedData.Center"
means LinkedData.Center S.r.l. which is registered in Italy and all current and future global subsidiaries of LinkedData.Center s.r.l..
"Website"
means the Internet site at the domain LinkedData.Center or any other site operated by LinkedData.Center.
"You"
means the Subscriber, and where the context permits, an Invited User. "Your" has a corresponding meaning.
"Your Organisations"
means an organization that You have added to the Services or that have been added with Your authority or as a result of Your use of the Services. 

2. USE OF SOFTWARE

LinkedData.Center grants You the right to access and use the Services. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber, or any other applicable laws, the Subscriber is responsible for the use of the Service.

3. YOUR OBLIGATIONS

3.1. Payment obligations

An invoice for the Access Fee will be issued monthly in advance at the beginning of each monthly subscription period for which You have subscribed for in an Order Form.  All invoices will include the Access Fee for the corresponding period of use (including any one-time service fees that shall be payable in lump sums). LinkedData.Center will continue invoicing You monthly in advance until this Agreement is terminated in accordance with clause 8.
All LinkedData.Center invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice within five days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fees.

3.2. Preferential pricing or discounts

You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of the number of organizations that You have added to the Services or that have been added with Your authority or as a result of Your use of the Services (“Your Organisations”). Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees in relation to all of Your Organisations. Without prejudice to any other rights that LinkedData.Center may have under these Terms or at law, LinkedData.Center reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Services in respect of any or all of Your Organisations in the event that any invoices for those Access Fees are not paid in full by the due date for payment.

3.3. General obligations:

You must only use the Services and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by LinkedData.Center or condition posted on the Website. You may use the Services and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.

3.5. Access conditions:

  • You must ensure that all usernames and passwords required to access the Services are kept secure and confidential. You must immediately notify LinkedData.Center of any unauthorized use of Your passwords or any other breach of security and LinkedData.Center will reset Your password and You must take all other actions that LinkedData.Center reasonably deems necessary to maintain or enhance the security of LinkedData.Center’s computing systems and networks and Your access to the Services.
  • As a condition of these Terms, when accessing and using the Services, You must:
    • not attempt to undermine the security or integrity of LinkedData.Center’s computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
    • not use, or misuse, the Services in any way which may impair the functionality of the Services, Website or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website, including by misusing the Services in a manner that materially exceeds reasonable usage or use patterns over any month or by using the Services in a malicious, fraudulent or unlawful manner;
    • not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
    • not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
    • not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.

3.6. Usage Limitations

Use of the Services may be subject to limitations, including monthly transaction volumes, number of users, storage and index space, number of RDF triples and the number of calls You are permitted to make against LinkedData.Center’s application programming interface (“API”). Any such limitations may be varied by LinkedData.Center in its sole discretion and will be advised from time to time. Any limitations will remain in effect for the duration of your contract with LinkedData.Center and any subsequent renewal period.

3.7. Communication Conditions

As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including: offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
When You make any communication on the Website, You represent that You are permitted to make such communication. LinkedData.Center is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, LinkedData.Center does reserve the right to remove any communication at any time in its sole discretion.

3.8. Indemnity

You indemnify LinkedData.Center against all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to LinkedData.Center, including any costs relating to the recovery of any Access Fees that are due but have not been paid by You.

4. CONFIDENTIALITY AND PRIVACY

4.1. Confidentiality

Unless the relevant party has the prior written consent of the other or unless required to do so by law:

  • Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
  • Each party's obligations under this clause will survive termination of these Terms.
  • The provisions of clause 4.1 shall not apply to any information which:
    • is or becomes public knowledge other than by a breach of this clause 4.1;
    • is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
    • is in possession of the receiving party without restriction in relation to disclosure before the date of receipt of the disclosing party, or
    • is independently developed without access to the Confidential Information.

4.2. Privacy

LinkedData.Center maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy linked on LinkedData.Center main web site and You will be taken to have accepted that policy when You accept these Terms.

5. INTELLECTUAL PROPERTY

5.1. General

Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of LinkedData.Center (or its licensors).

5.2. Ownership of Data

Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data uploaded to the Website is contingent on full payment of the LinkedData.Center Access Fees when due. You grant LinkedData.Center a license to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to the provision of Services to You. For the avoidance of doubt, this license is without limitation to LinkedData.Center’s right to create anonymised data compilations or similar works.

5.3. Backup of Data

You must maintain copies of all Data inputted into the Service. LinkedData.Center adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime but does not make any guarantees that there will be no loss of Data. LinkedData.Center expressly excludes liability for any loss of Data no matter how caused.

5.4. Third-party applications and your Data

If You enable third-party applications for use in conjunction with the Services, You acknowledge that LinkedData.Center may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. LinkedData.Center shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

5.5. Accuracy of Data

When You input any Data onto the Website You agree and acknowledge that You are responsible for ensuring the accuracy of such Data.  LinkedData.Center is under no obligation to ensure that Your Data on the Website is an accurate representation of Your actual business data.

6. WARRANTIES AND ACKNOWLEDGEMENTS

6.1. Authority

You warrant that where You have registered to use the Services on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Services You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

6.2. Acknowledgement

You acknowledge that:

  • You are authorized to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
  • LinkedData.Center has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
    • You are responsible for ensuring that You have the right to do so;
    • You are responsible for authorizing any person who is given access to information or Data, and you agree that LinkedData.Center has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and
    • You will indemnify LinkedData.Center against any claims or loss relating to:
      • LinkedData.Center’s refusal to provide any person access to Your information or Data in accordance with these Terms; and/or
      • LinkedData.Center’s making available information or Data to any person with Your authorisation.
      • The provision of, access to, and use of, the Services is on an "as is " basis and at Your own risk.
      • LinkedData.Center does not warrant that the use of the Services will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks, and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. LinkedData.Center is not in any way responsible for any such interference or prevention of Your access or use of the Services.
      • LinkedData.Center is not Your accountant and use of the Services does not constitute the receipt of accounting advice. If You have any accounting questions, please contact an accountant.
      • It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
      • You remain solely responsible for complying with all applicable accounting, tax, and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).

6.3. No warranties

LinkedData.Center gives no warranty about the Services. Without limiting the foregoing, LinkedData.Center does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including warranties of merchantability, fitness for purpose, title, and non-infringement.

6.4. Consumer guarantees

You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.  In particular, the parties acknowledge and agree for the purposes of section 43 of the Consumer Guarantees Act 1993 (“CGA”) and section 5D of the Fair Trading Act 1986 (“FTA”) that: pursuant to these Agreement goods and/or services are being supplied and acquired in trade, they are all in trade, they are contracting out of the provisions of the CGA and sections 9, 12A, 13 and 14(1) of the FTA and it is fair and reasonable that they are bound by this clause 6.4.

7. LIMITATION OF LIABILITY

7.1. To the maximum extent permitted by law, other than as set out in clause 7.2 below, LinkedData.Center excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Services or Website.

7.2. If You suffer loss or damage as a result of LinkedData.Center’s negligence or failure to comply with these Terms, any claim by You against LinkedData.Center arising from LinkedData.Center’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 3 months.

7.3. If You are not satisfied with the Service, Your sole and exclusive remedy, other than as set out in clause 7.2 above, is to terminate these Terms in accordance with Clause 8.

8. TERMINATION

8.1. Trial policy

When You first sign up for access to the Services You can evaluate the Services for a period of seven days, with no obligation to continue to use the Services. You may elect to, on or before the seventh day after the initial submission of Your Order Form under which you requested the Services, discontinue the Services and receive a full refund of any Access Fees paid minus any one-time service fees accrued up to the date of discontinuation (in accordance with the refund policy under clause 8.7). If You do not elect to discontinue using the Services in this seven-day timeframe, You will be billed from the day You first added Your billing details into the Services in Your Order Form. If You choose to discontinue using the Services, You must apply in writing to support@LinkedData.Center to remove you from the Services.

8.2. Modifications to subscribed Services

You may not reduce your subscribed Services to a lesser Service within a monthly subscription period.  You may only reduce your subscribed Services to a lesser Service for the following monthly subscription period by providing LinkedData.Center with written notice of the reduction at least ten days before the start of the following monthly subscription period. You may change your subscribed Services during a monthly subscription period by adding additional Services or subscription levels. The amount owing on such additions will be added to Your Access Fees payable for Your next monthly subscription on a pro-rata basis.  

8.3. No-fault termination

These Terms will continue for the monthly period covered by the Access Fee paid or payable under clause 3.1.  At the end of each monthly subscription period, these Terms will automatically continue for another monthly period and the Access Fee for that month will continue to be due and payable in advance, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period.  If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.  Notwithstanding the above, You are not entitled to terminate these Terms within 90 days of the day You first added Your billing details into the Services in Your Order Form, other than in accordance with the seven day trial period set out in clause 8.1.

8.4. Breach

If You:

  • breach any of these Terms (including by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
  • breach any of these Terms and the breach is not capable of being remedied (which includes any breach of clause 3.4 or any non-payment of Access Fees that are more than 30 days overdue); or
  • You or Your business become insolvent, or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,

then LinkedData.Center may take any or all of the following actions, at its sole discretion:

  • terminate this Agreement and Your use of the Services and the Website;
  • suspend, for any definite or indefinite period of time, Your use of the Services and the Website;
  • suspend or terminate access to all or any Data through the Website, or
  • take either of the actions in previous three points of this clause in respect of any or all other persons whom You have authorized to have access to Your information or Data.

For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts or any of Your Organisations is not made in full by the relevant due date, LinkedData.Center may: suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service or Your rights of access to all or any Data.

8.5. Accrued Rights

Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:

  • remain liable for any accrued charges and amounts which become due for payment before or after termination, and
  • immediately cease to use the Services and the Website.

8.6. Expiry or termination

Clauses 3.1, 3.7, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.

8.7. Refund Policy

If you terminate your subscription within 7 days of You first adding Your billing details into the Services in Your Order Form you will be entitled to a refund of certain Access Fees paid in accordance with clause 8.1 (subject to the provisos set out in this clause 8.7). This includes a full refund of any monthly fees paid, but where you have requested delivery of a one-time service (such as Account Management and Onboarding) in Your Order Form and received that service, you are not entitled to a full refund of the one-time service fee, but will instead be charged for the Services actually received at an hourly rate of 100,00€.  Under no other circumstances is LinkedData.Center required to refund any Access Fees for any reason whatsoever. Where you have paid for a Service but not received the Service (be it a one-time service or otherwise) you will be entitled to a refund only if the refund request is received within 30 days of payment being received. 

9. HELP DESK

9.1. Technical Problems

In the case of technical problems, You must make all reasonable efforts to investigate and diagnose problems before contacting LinkedData.Center. If You still need technical help, please check the support provided online by LinkedData.Center on the Website or failing that email us at support@LinkedData.Center LinkedData.Center will endeavor to address all queries and requests for assistance received through the Website or via email as promptly as reasonably possible but does not warrant that support will be immediately available.

9.2. Service availability

Whilst LinkedData.Center intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason LinkedData.Center has to interrupt the Services for longer periods than LinkedData.Center would normally expect, LinkedData.Center will use reasonable endeavors to publish in advance details of such activity on the Website.

10. GENERAL

10.1. Entire agreement

These Terms, together with the LinkedData.Center Privacy Policy and the terms of any other notices or instructions given to You under these Terms, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and LinkedData.Center relating to the Services and the other matters dealt with in these Terms.

10.2. Waiver

A waiver of any breach of any provision in these Terms shall not be effective unless that waiver is in writing and is signed by the party against whom that waiver is claimed.  If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

10.3. Delays

Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

10.4. No Assignment

You may not assign or transfer any rights to any other person without LinkedData.Center’s prior written consent.

10.5. Governing law and jurisdiction

This Agreement is governed by the laws of Europe and You hereby submit to the exclusive jurisdiction of the courts of Italy for all disputes arising out of or in connection with this Agreement.

All correspondence should be addressed to:

LinkedData.Center s.r.l.
Via Leonardo da Vinci, 10
Lecco, LC
ITALY 23900
CF/PI: 02869350138

10.6. Severability

If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

10.7. Notices

Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission unless an electronic error message is received by the sender. Notices to LinkedData.Center must be sent to support@LinkedData.Center or to any other email address notified by email to You by LinkedData.Center. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.

10.8. Rights of Third Parties

A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.