issue date: 20/06/2020. Last updated: 20/06/2020
These Terms of Service (“Terms“) govern your access to and use of the Sharylist system, websites, services, and applications (collectively the “Service“). Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service. Kiwifarm S.r.l., ("Company" or “Kiwifarm”) is the owner of the Service.
By accessing or using the Service you agree to be bound by these Terms. If you are using the Services on behalf of an organization or entity (“Organization”), then you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refers to you and that Organization.
You may use the Service only if you accept these terms of service as a binding contract with Kiwifarm, and in compliance with all applicable local, state, national, and international laws, rules and regulations. The Service may change from time to time as we evolve, refine or add more features to the Service, often without prior notice to you. In addition, Kiwifarm may temporarily or permanently stop providing the Service, or any features within the Service, to you or to users generally and may not be able to provide you with prior notice.
All right, title, and interest in and to the Service (excluding Content provided by users) are and will remain the exclusive property of Kiwifarm. The Service is protected by copyright, trademark, and other laws. Nothing in the Terms gives you a right to use the Sharylist name or any of the Kiwifarm trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Sharylist or Kiwifarm or the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.
The Service contains data, text, graphics, photographs, graphs, sounds, images, audio, page headers, software, buttons, video, and other ("information), all of which is owned or licensed by the Company.
Some areas of the Service allow you to post or upload information, text, graphics, or other material (“Content” or, when posted by you, “your Content”), and to share your Content with others. You retain ownership of your Content, but there are many things that users may do with your Content, for example, copy it, modify it, re-share it, or broadcast it. Kiwifarm has no responsibility for that activity. You understand that publishing your Content on the Service is not a substitute for registering it with the EU and/or U.S. Copyright Office or any other rights organization. Please consider carefully what you choose to share.
You retain full ownership to your Content, but you agree to grant us a worldwide, non-exclusive, irrevocable, transferable, perpetual, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, edit, translate, make derivatives, display and distribute such Content in connection with providing the Service to you and other users in accordance with your settings on the Service. In other words, your Content will be granted to us under the "Public domain, CC0" license. In connection with providing the Service, we may modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.
You agree not to post Content that:
You agree that any Content that you post does not and will not violate rights of any kind, including without limitation any intellectual property rights or rights of privacy. We reserve the right, but are not obligated, to reject and/or remove any Content that we believe, in our sole discretion, violates these provisions.
You agree that you are responsible for your use of the Service, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and third parties. You understand that if you do not have the right to submit Content to the Service, doing so may subject you to liability. Kiwifarm will not be responsible or liable for any use of your Content by Kiwifarm in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit including all necessary rights to upload your Content for use in accordance with these terms and conditions.
We reserve the right at all times, but are not obligated, to remove or refuse to distribute any Content on the Service including your Content. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Kiwifarm, its users and the public.
All Content in or on the Service, whether shared, publicly posted or privately transmitted by users, is the sole responsibility of the person who originated such Content. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Service or endorse any opinions expressed via the Service. We may not monitor or control the Content posted via the Service and, we cannot take responsibility for such Content. If you use or rely on any Content or materials posted via the Service or obtained by you through the Service, it is at your own risk. Under no circumstances will Kiwifarm be liable in any way for any Content, or any loss or damage of any kind incurred as a result of the use of any Content in the Service.
We trust you to use our Service responsibly. You agree not to misuse the Service. You must not, and must not attempt to do the following things (non-exhaustive examples list):
We may investigate and/or suspend your account if you violate any of the above rules. Furthermore, we reserve the right to immediately terminate your account without further notice in the event that, in our sole and absolute judgment, you violate these Terms, or abuse the use of our Service.
You must provide us accurate information when you create your Sharylist account. Your account gives you access to the Services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of users or organizations. If you connect to Sharylist with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. You may never use another user’s account without permission. You must notify Kiwifarm immediately upon becoming aware of any breach of security or unauthorized use of your account. You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with Sharylist or a third-party service. We encourage you to use “strong” passwords that use a combination of upper and lower case letters, numbers and symbols with your account. You agree not to disclose your password to any third party. Kiwifarm cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
We collect, use and share personally identifiable information and non-personally identifiable information as described in our Privacy Policy. By using the Service you agree that the collection of such information and your personal data collected will be used, transferred to and processed in the EU Countries. We care about the privacy of our users.
In compliance with the Digital Millennium Copyright Act (“DMCA”) if you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, please complete the following DMCA Notice and deliver it to our Designated DMCA Agent at the contact information provided below.
You must provide the following information in writing in your DMCA Notice:
Deliver the DMCA Notice, with the above information completed, to our Designated DMCA Agent at: team@sharylist.com with subject DMCA Notice.
Under the USA federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.
Please be aware that this procedure is only for notifying us that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. 512(c), but do not constitute legal advice.
In accordance with the DMCA and other applicable law, we may limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
The Service may have links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by us. We do not endorse or assume any responsibility for any of these third-party sites, information, materials, products, or services. If you access a third party website from the Service, you do so at your own risk, and you understand that these Terms and our Privacy Policy do not apply to your use of those sites. You expressly relieve Kiwifarm from any and all liability arising from your use of any third-party website, service, or content and agree that your dealings with any third-party website, service, or content is only between you and such third parties. You agree that we are not responsible for any loss or damage of any sort in your dealings with such advertisers.
We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you (for example via email to the email address associated with your account). By continuing to access or use the Service after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Service.
The Service is provided “as is” and “as available”. Use of the service is at your own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied. Without limiting the foregoing Kiwifarm do not warrant that the:
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 mobile device or loss of data that results from such download or your use of the service. We do 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, and we will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
In no event shall Kiwifarm, its affiliates, agents, directors, employees or suppliers be liable 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. Under no circumstances will Kiwifarm be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your account or the information contained therein.
Kiwifarm assumes no liability or responsibility for any:
In no event shall Kiwifarm its agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to the Company hereunder.
That all above to the maximum extent permitted by applicable law.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Kiwifarm has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
Some Countries do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this agreement will not apply to the extent prohibited by applicable law.
The Service is controlled and operated from its facilities in Italy. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by Italy or European Union (sanctionsmap.eu), or are a foreign person or entity blocked or denied by the Italy government.
You agree to defend, indemnify and hold harmless Kiwifarm and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from your use of and access to the Service, including any data or Content transmitted or received by you, any other party’s access or use of the Service with your username and password, or your violation of these Terms, applicable law, rule or regulation.
In the unlikely event that Kiwifarm has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Kiwifarm claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the International Chamber of Commerce (Camera Arbitrale di Milano) under the commercial rules then in effect for the international arbitration, except as provided herein. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Kiwifarm from seeking injunctive or other equitable relief from the courts as necessary to protect any of Kiwifarm's proprietary interests.
You agree that the Service is based in Italy; and these Terms are governed by the internal substantive laws of the State of Italy, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
These Terms, together with any amendments and any additional agreements you may enter into with Kiwifarm in connection with the Service, will constitute the entire agreement between you and Kiwifarm concerning the Service. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
No waiver of any sections of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Kiwifarm's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
We may provide notifications, whether these are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by us in our sole discretion. You can opt out of certain types of notifications through your settings page.
Please contact us at team@sharylist.com with any questions regarding these Terms.