General conditions of access to the service and license of use

1. Premesse

1.1. The Company M.E.T.A. S.r.l., having its registered in Pisa, Via Ponte a Piglieri,8 – 56121 Tel. 050.988448- Fax 050.988448- E-mail: info@gruppometa.it, N° of registration at the Companies registration list: n.177778 (PI) V.A.T. N°: 01629090463 (referred herein as the “Company” or the “Licensor”) has planned and developed a combined service of research and lookup of multimedia thematic dictionaries (referred herein as the “Service”), providing remote access to it through a dedicated on-line software platform which allows searching in databases and displaying the results (hereinafter the “Platform”).

1.2. The Service’s user can access and consult all the monolingual, bilingual, technical and scientific dictionaries, the e-books and the on-line exercises included in the ubidictionary’s list (hereinafter the “Products” or the “Product”, in the singular) by using tools like personal comments, highlights, notes; he can also share all the Products in a dedicated area, protected by authenticated access with login and password, and he can avail himself of a proper framework to translate texts and to create his personal business vocabulary, if needed.

1.3. The Company has developed the Platform considering the specific databases’ and Products’ system characteristics and features, so that the Platform is strictly linked, time to time, to each referred database and Product, in order to form a unique complex package.

1.4. The web site www.ubidictionary.com (hereinafter as the “Site”) makes up (i) the “digital window” through which the catalogue of the accessible Products and the list of the services provided by the Company are showed to the public; (ii) the proper device through which it is possible, after the Registration procedure has been accomplished and the Products’ purchase has been made, to consult the Products’ contents by accessing the system through the Platform. The Sites provides the Product’s pricing list, a short description of the operating modes of each tool, with reference to the translation, vocabulary and social area, and the technical guide-lines necessary to se the Platform and its related services. The Site and the materials contained therein don’t imply any offer to the public, because they represent only a mere invitation to customers to make an offer to buy.

1.5. The Company is the sole and exclusive owner of all intellectual property rights, moral or material, referring to the Platform and the Site; the Company has the legal availability of the Products and is entitled to use and exploit them, even if not as exclusive franchise holder, according to the special licenses obtained by their respective authors / publishers.

Definitions and interpretation of terms.

All the terms used and referred to in the present General Terms and Conditions shall be interpreted according to their ordinary meaning or according to the different one conferred to them by law provisions; shall those terms be indicated with initial capital letter in these General Terms and Conditions, they must be interpreted according to the specific meaning deriving from the definitions thereof provided.

Scope and object of the service.

3.1. These general terms and conditions to get access, use the service and obtain license (hereinafter as “General Terms and Conditions”) provide rules for:

(i) navigation and use of the Site;

(ii) navigation, use, registration and access to the Platform;

(iii) buying at distance, also in favour of third parties, by paying a fix periodic fee, of temporary non-exclusive licenses referred to the Product / Products, to use the Service and all the ancillary services set out in art. 1.2. (hereinafter, the “Licenses” or “License”, in the singular); and

(iv) use of the Service and of the above mentioned ancillary services provided by the Company through the Site and the Platform,

by “business” – or, in any case, “non consumer” – users (hereinafter the “Users” or the “User”, in the singular), through the appropriate registration procedure to the Site set forth in the following section 3.2. (the “Registration”).

3.2. Registration takes place on User’s request and consists of filling – truly and fairy – all the special Format’s blanks in with all the User’s data and essential information, necessary to the Company to provide the services through the Site; after the procedure has been accomplished, a dedicated account and the associated strictly personal access and authentication credentials (“user id” e “password”) is created and given out to the User. The Company will communicate the access and authentication credentials by sending to the User an e-mail at the e-mail address given by him, once the effective payment of the price for the License’s purchase, with reference to the Product selected by the User, has been checked by the Company, as set forth specifically in art. 4.

3.3. The simple Registration, in itself, gives no right to use the Site and/or to access its contents; the Registration is strictly and expressly provided to let the User/Users to buy the License/Licenses and use the Products, so that it represent a necessary step and a fundamental condition, except for what is set forth in sections. 3.5. and 3.6.. Therefore, is not allowed to any User to register to the Site without buying, at the same time, one License at least.

3.4. By making the Registration, the User agrees to the present General Terms and Conditions and to all law’s and/or contractual provisions, that rule the use of the Site and of the Platform and of the related services and products.

3.5. Each User is given the right to buy the License / Licenses just for himself or for himself and others people (hereinafter the “Clients” or “Client”, in the singular), at the condition provided herein and within the limits pointed out by the different options proposed on the Site. The Clients are allowed to access and consult the Product / Products selected by the User: they do not make any purchase on their own, they do not become owners of the License / Licenses and are not subject to Registration. The process to enter the Site and to use it and the Products are specifically seth forth in art. 7.

3.6. After Registration, each User is also given the right to have the Service available and to use the Platform as a “free trial” (the “Trial Mode”), within a 30 days period from the first access; in case the User exercises the above mentioned right and accept to try the Trial Mode, no costs will be charged to him, the Company will not collect any money from his credit / debit card and the User will not make any commitment / obligation to buy any Product.

4. Purchase agreement closing

4.1. Once the Registration procedure has been accomplished, the simultaneous or further – in case the User has opted for the Trial Mode set out in art. 3.6. – choice of the Product / Products, whose License / Licenses the User intends to buy, represents a formal expression by the User of an offer to purchase, providing that it is completed and followed by the related payment of the price set forth in art. 5.2 (hereinafter, the “First Payment”).

4.2. Once the conformity to rules of the procedure and the success of the First payment have been checked, the Company will send the e-mail referred to in art. 3.2: by sending this e-mail, the Company formally accepts the offer to purchase made by the User; the contract is considered to be closed when such e-mail reaches the User e-mail server.

Payment’s terms and conditions.

5.1. It is possible to make payments exclusively on-line, by credit card or debit card (for example pre-paid card), through which the Company charges the due amounts to the User’s bank account and takes the corresponding sums from it: for this purpose, to complete the Registration process, the User is required to provide and provides the relevant number of credit card / debit card, the owners name and surname, the expiry date and CVV code.

5.2. The First payment takes place only after the User has selected the Product / Products he is going to buy, together with the respective Service’s options, by filling in the special Format; in particular, no payment takes place in case the Users chooses the Trial Mode set out in art. 3.6.

5.3. Further payments, after the First one (“Additional payments”), are carried out automatically because the Company takes directly the relative amounts from the User’s credit / debit card and there is no need for any authorization by the User, providing the following conditions:

a) after the License’s purchase, the User asks to buy a new additional Product so that he has the original License already bought broadened with reference to its contents (“Object enlargement”) or with reference to the number of Clients (first introduction and / or addition of new ones) that are entitled to use the License (“Subject enlargement”);
b) License’s automatic renewal set forth in art. 11.

5.4. Shall the User withdraw the purchase, according to the following art. 12, or shall the purchase not be accepted, for any reason, by the Company, the Company will ask for the cancellation of the transaction and will arrange to release the money amount involved, which will be fully credited to the User.

Invoicing.

6.1. After each payment made by the User (First payment and / or Additional payment), the Company will issue the related invoice / invoices by using electronic methods and devices, in compliance with Law, and will give proper notice to the User by sending an e-mail containing the clear invitation to download the invoice / invoices and to keep it / them by using appropriate filing methods: the invoice / invoices and all the relevant documents referred to the License’s / Licenses’ purchase will be available to the User in the restricted area of his personal account.

6.2. The invoice / invoices and all the relevant documents will be available to the User in the restricted area of his personal account throughout the term of the License, as long as the account on the Site will be active.

Access to the Platform and Products’ use.

7.1. The User is allowed to access the Platform and to use the Products only at the conditions set out in art. 3.2.

7.2. The Client is allowed and enabled to access the Platform and to use the Products once he is given out, subject to acceptance by the Client of the invitation to use the same license purchased by the User in his favour, the dedicated account and the associated strictly personal access and authentication credentials (“user id” e “password”).

7.3 Once the User has purchased the License, the Company will ask the Client to activate the Ubidictionary’s lookup service and will give to him the personal credentials to access to the Platform mentioned in art. 7.2, by sending to the Client different e-mails to the e-mail address provided by the User. By activating the service, the Client agrees to the present General Terms and Conditions and to all law’s and/or contractual provisions, that rule the use of the Site and of the Platform and of the related services and products.

7.4. In any case the Client, also after the acceptance of the above referred invitation, does not become owner by himself of any License, because he has just the original License / Licenses bought by the User available to him under the form of a license’s extension (the ”Extension ‘).

Intellectual property rights.

8.1. The User and the Clients declare to be aware that all materials made available to them is copyrighted; they in particular acknowledge that the Company and / or its assignee or successors is / are the exclusive owner / owners of all copyrights, patents, trademarks, and in general of all intellectual property rights referring to the Platform and the Site.

8.2. As far as the Products are specifically concerned, the User and the Clients declare to be aware that their authors / publishers are the sole exclusive owners of all the intellectual property rights, except for the rights of use and exploit the Products that have been licensed to the Company through specific agreements between the parties. The License’s purchase does not provide the User and the Client with any right or power with reference to the Products’ intellectual property, because it involves only the right to use them, not as monopolist and for a determined period, for the purpose of consultation, under the terms and condition provided herein.

8.3. Each User or Client shall promptly inform the Licensor of any fact and circumstance related to unauthorized use of the Product / Products, in whole or in part.

8.4. The User and the Clients declare to be informed that all the data and materials contained in the Site, in the Platform and in the Products can not under any circumstances be reproduced, either partially or entirely, transferred by electronic or conventional devices or modified; they may only be used under the terms and within the limits permitted by these General Terms and Conditions.

Lessor’s obligations and liabilities.

9.1. The Company, during the whole License’s term, is committed to:

– ensure the User and the Clients, except in case of accident and / or force majeure, full access to the Site and the Platform, and the usability of the Product / Products through remote internet connection and the browser chosen by the User and the Clients, if consistent with the information given in the Notes for use set forth in art. 18;

– make sure that its server has sufficient capacity and that the connection speed is high enough to provide the User and Clients a quality of service that fits the current Internet standards requested to provide information and data on-line;

– in the event of interruption or suspension of the service, restore access to the Site, to the Platform and its contents by the time that is strictly necessary to correct the malfunction or the fault occurred;

– grant and provide to the User and the Clients a customer service, in order to promptly respond to any request of assistance received by them by e-mail at the address: info@ubidictionary.com with reference to the use and / or the functionality of the Site, the Platform and the Products.

9.2. The Company will enable the User to access to the Site, to Platform and to the Product’s / Products’ contents through a login process – consisting of user id and password insertion by the User – or, just in case simultaneous access with control via IP is required, by verifying the IP address of the caller.

User’s and Clients’ obligation and liabilities.

10.1. The User and the Clients undertake not to:

– violate the copyrights of the Company and of all the authors / publishers whose Products are included in ubidictionary’s list, by modifying or altering the content of the Site, of the Platform, and of the Products and / or by taking possession of such contents, through their diffusion without indication of the Company’s and of the authors’ / editors’ respective copyrights;

– systematically download, print, copy or reproduce on / with any support, extracts of the Products for any scope or intention;

– use whole or part of the Product / Products for any commercial scope or for other purposes different from the private use permitted by these General Terms and Conditions;

– assign or transfer the License / Licenses for any reason.

10.2. The User is the sole responsible of the payments and of the proper use of the Products, also by the Clients, in compliance with the terms of License provided herein; moreover, shall the License terminate in the cases referred to in articles 11 and 13, the User is liable to the Clients of such early termination.

10.3. The User and the Clients acknowledge that to access to the Site and to the Platform, to have the contents available and to use the Products, must be equipped with a browser type among the ones indicated in the Notes for use in art. 18.

License’s automatic renewal and cancellation.

11.1. While the User is filling the License’s purchase Format in with all the necessary data, he must indicate whether he wants to or not exercise the right to automatically renew the Licence at the expiring date, for the same period initially indicated and under the same conditions originally chosen, except for the purchase price, which will be adjusted at the price list in force at the renewal time, available on the Site (hereinafter referred as the “Automatic renewal”).

11.2. Shall the User chose the Automatic renewal, upon expiration the License is automatically extended and the payment takes place as provided by art. 5.3, let. b); in any case, the right to cancel is not affected and the User can change at any time, before the expiring date (hence, before the automatic renewal operates), the option originally chosen through the dedicated area of his personal account.

11.3. The Company will give notice in advance, by e-mail, to the User of the approaching deadline, in order to remind him about the selected Automatic renewal option and to warn him about the possibility to chance such option, as above referred in section 11.2.

License’s withdraw.

12.1. The User is allowed to ask for the License’s withdraw, providing that the User submits the request to the Company within 6 (six) hours from the purchase, by sending an e-mail only to the following addresses: info@ubidictionary.com; info@gruppometa.it. The User must explain the reasons that made him decide to withdraw the License and such reasons will be freely evaluated by the Company.

12.2. However, the withdrawal request can not be justified by alleging the Products’ lack or missing of supposed qualities and / or deficiencies.

Termination clause.

13.1 In the event of a material breach of their respective obligations under these General Terms and Conditions, either by the Company or by the User, the License agreement shall be deemed immediately terminated if the non-defaulting party gives notice to the other one of its intention to exercise the right of termination by e-mail to be sent within 7 (seven) days after the breach, as far as the Company is concerned only to one of these addresses:

info@ubidictionary.com; info@gruppometa.it.

13.2. Shall occur serious and justified reasons, the Company reserves herself the right to unilaterally terminate the License agreement and this General Terms and Conditions: the termination will be notified to the User by mail with a notice period of 10 (ten) days.

Indemnification and force majeure.

The Company and the User will not be responsible one to each other for the violation of any of the obligations provided in these General Terms and Conditions due to reasons of force majeure or that can not be avoided by the parties by using ordinary diligence.

Privacy

15.1. Pursuant to art. 13 of Legislative Decree no. No. 196/2003 (the “Privacy Code”), the Company informs the User and the Clients that all their respective personal and sensitive data will be processed in accordance with the principles of protection established by this Decree and other applicable regulations.

All personal data provided in the way described in the Articles 3.2 and 7.2 are stored on electronic databases owned by the Company, which is exclusively entitled to the treatment, and will be treated through Company’s staff that is responsible for the management of the Site, the Platform and the related support services.

15.2. The purpose of personal data processing is connected or instrumental to the services’s provision, in compliance with civil, penal, accounting and tax laws (also in order to make possible to trace the perpetrators of any crimes in the case of specific requests by the competent authorities); the data processing is also necessary for operational and management matters as well as for sending commercial information pursuant to art. 130, c. 4, of Legislative Decree no. No. 196/2003 or, after express consent by the Users or the Clients, to send them marketing information, carrying out market surveys and statistics, as well as to improve the commercial and service quality.

15.3. The data will be treated with electronic tools suitable to guarantee security and confidentiality in accordance with logic strictly related to the above referred purposes. The information systems and e-commerce platforms used to operate the Site and the Platform acquire, during their normal operation, some personal data (such as, for example, IP addresses, domain names of the computers used by users navigating the site or URI – Uniform Resource Identifier), whose transmission is implicit in the communication protocols of the Internet. This information is not collected to be associated with identification, but because of their very nature could allow users to be identified, for the purpose of ascertaining responsibility in case of hypothetical computer crimes. The Company also informs the Users and the Clients that they can exercise at any time the rights provided by Article 7 of Legislative Decree No. 196/2003, including the right to access to their personal data and to ask for updating, integration, rectification or cancellation of such data for violation of the law, to resist against the processing of such data for the purposes of sending advertising material, direct sale and commercial communications.

16.1. A “cookie” is a small amount of data which is sent to the customer’s browser from a web server and that is stored on the hard drive of his computer.

16.2. The Site uses cookies to store and to track User’s and Clients’ information for the purposes strictly connected to system applications related to Site’s operation and Products consultation (the so-called “application Cookies”). The Website also uses the code “Google Analytics” for statistics.

16.3. These cookies allow the Company and the Site:

– to access the information of the different accounts in order to provide better personalized service (the cookie is set when you register and modified during the visits to the same site);

– to assess the number of visitors to the Site, the duration of each visit and the functions used (for each browser that accesses is given a unique cookie, which is used to quantify the repeated use of services).

Personal information such as name, surname, e-mail address or telephone number will never be collected and stored by cookies. To learn more about the privacy policy:

Law, Jurisdiction and Venue.

These General Terms and Conditions are subject to Italian law and, as far as the e-commerce matter is specifically concerned, Legislative Decree No. 70/2003. Any dispute related to these General Terms and Conditions, to their interpretation and enforcement, as does not involve “consumers” (as defined by the so-called Consumer’s Rights Code), will be referred exclusively to the Italian jurisdiction before competent Court of Florence.

Notes for use.

The ubidictionary.com online dictionaries display is optimized for use with Mozilla Firefox (2x or above), Internet Explorer (IE 10 or further), Safari (4x or further), Google Chrome (38.x or further).