Terms and conditions

GENERAL TERMS AND CONDITIONS OF USE OF THE KEYLINE APP

WELCOME TO THE KEYLINE UNIVERSE!

PLEASE CAREFULLY READ THESE GENERAL TERMS AND CONDITIONS OF USE OF THE KEYLINE APP.

The Keyline team has developed this app (the “App”) guaranteeing you the user (the “User”) a new and extraordinary way of living the Keyline world and of receiving constant updates on new upcoming features and opportunities linked to services provided by Keyline S.p.A., or any other company in the Keyline Group (the “Services”).

In order to use the App and the included Services, the User is required to expressly accept all of the following general terms and conditions (the “General Terms and Conditions”), together with any amendment and/or update to those conditions.  The User undertakes to precisely comply with the General Terms and Conditions and declares to have carefully read and understood them in full.

1.     SERVICES INCLUDED IN THE APP

1.1    Registration with the App enables the User to use Keyline Services, which consist of the possibility of accessing and consulting exclusive content, providing information, descriptions and/or promotions (which can be viewed in streaming and/or downloaded to a device) relating to the Keyline products, events and/or business.  The Services also include a vast range of accessory services, such as but not limited to, transmission to the User’s email address of alerts and/or newsletters, access to the Keyline community and the possibility of interacting with other users, of directly purchasing Keyline products and/or Services directly through the App and/or expanding the features of Services already used by the User.

1.2    The User expressly acknowledges and accepts that Keyline may, at sole discretion, render access to and/or the use of certain Services, from time to time identified, conditional upon the activation of a specific account (the “Account”) and/or the signing of special terms and conditions of use specifically prescribed for each Service.

1.3    The Keyline Services are partly free of charge, however, access to and/or the use of and/or updates to some of these Services is – or could be – subject to the purchase by the User of paid options, or rather the purchase by the User of additional features with the characteristics specifically described by Keyline in information and/or communications from time to time sent to the User through the App (the “In-App Purchases”).

1.4    Without prejudice to the complete and full application of the General Terms and Conditions, with specific reference to the In-App Purchases, the User expressly undertakes to comply in full with the special terms and conditions applicable to the In-App Purchases (the “Special Terms and Conditions”), which must be specifically signed by the User.

1.5    In any event, the content, number, features, procedures for use and level of customisation of the Services, including accessory services and/or In-App Purchases, are exclusively determined by Keyline, which may, at sole discretion, make all of the amendments and/or additions and/or limitations that it deems necessary.

1.6    In order to guarantee that the App and/or one or more Services will function correctly and efficiently, the User acknowledges and expressly accepts that Keyline may use third parties, reserving the right, where necessary, to notify those third parties with the User’s personal data in accordance with the provisions of the privacy policy adopted by Keyline pursuant to Legislative Decree no. 196/2003 as subsequently amended (the “Privacy Code”) and EU Regulation 2016/679 as subsequently amended (the “GDPR”), and expressly accepted by the User pursuant to article 9 below (the “Privacy Policy”).

2.     USER CHARACTERISTICS

2.1.   The App can be downloaded by and is accessible to professional and non-professional Users (as identified under Legislative Decree no. 206/2002 as subsequently amended – “Consumer Code”), without prejudice to the fact that Keyline reserves the right, with reference to certain Services, including accessory services and/or In-App Purchases (identified at its own discretion), to limit their use to professional or to non-professional Users only.

3.     ACCOUNT

3.1    In accordance with article 1.2 above, the use of certain Services by the User may be subject to the creation of a Keyline Account, at sole discretion of Keyline, through a specific procedure available on the App and the compilation of specific forms containing the User’s data.

3.2    The User Account is unique and strictly personal; Keyline may therefore, at any time, ask the User to remove any additional Account, or may proceed to do so itself, without additional notice.

3.3    If the User requires information and/or has any questions relating to the Account, they may visit the Keyline website, at the following address: https://keyline.it.

3.4    In any event, the User represents and warrants that data and information provided to Keyline is accurate, correct, complete and true and further undertakes to promptly notify Keyline and in any event when requested by Keyline, of any variation and/or change to that data and information, to ensure that such data and information is always current and up to date.

3.5    Keyline reserves the right to verify, at any time and also through third parties appointed for that purpose, that information provided by the User is accurate, correct, true and current, and may ask the User to provide any clarification and/or addition considered necessary.

3.6    User may access the Account using a personal password set up by User in accordance with guidelines indicated by Keyline within the registration procedure.  User undertakes to use the utmost diligence in keeping the password confidential and not to share it with third parties.  Since the password is chosen exclusively by the User, Keyline will not be responsible for the “security” of the password in case of access to the Account by third parties who have not been authorised by the User.

3.7    User also undertakes to promptly notify Keyline, at the email address support@keyline.it, at any time that it becomes aware of any use of the Account by unauthorised third parties, without prejudice to the fact that in case of failure by the User to provide prompt notice, Keyline will not be liable for any adverse consequences incurred by the User arising out of and/or connected to failed and/or delayed adoption of the measures under article 7.2 below.

3.8    User may, at any time, cancel their Account, following the specific procedure within the App , without prejudice to the fact that in any event Keyline reserves the right to keep and use the User’s personal data in its possession, in accordance with the provisions of the Privacy Policy.  User acknowledges and expressly accepts that under no circumstances will the cancellation of the Account involve direct or indirect liability for Keyline, even where this may involve the loss of data and/or information, in accordance with the provisions of article 7.4.

4.     UPDATES TO THE APP AND SERVICES

4.1    Without prejudice to the provisions of article 1 above, with regard to the App, the Account and/or one or more Services, the User acknowledges and expressly accepts that Keyline may, at sole discretion, carry out updates and/or changes that involve the addition and/or removal of necessary features and/or connected features, even if they involve a significant change to procedures for the use of the App and/or Services, or the complete removal of certain features.

4.2    The User may download and install the updates and/or changes under article 4.1 directly from the App, free of charge or for payment, at sole discretion of Keyline, it being agreed that if the updates and/or changes are purchased, they shall be considered as In-App Purchases and consequently shall be subject to the rules under the Special Terms and Conditions.

4.3    Without prejudice to the provisions of article 4.2 above, Keyline undertakes to make available to the User, free of charge and automatically, all those technical updates necessary for the functionality of the App and/or one or more Services (the “Technical Updates”), subject to the technical characteristics of the software and/or hardware used by the User to access the App and/or one or more of the Services.  It is agreed that since Keyline is completely unconnected to the software and/or hardware used by the User, it will not be directly or indirectly responsible for failure of and/or poor performance by the App and/or one or more of the Services, caused by and/or connected to the impossibility to install the Technical Updates.

5.     POINTS

5.1    Keyline may carry out promotions, the rules for which shall be governed by Keyline from time to time and notified through the App.  Keyline may also award Users credits and/or points whereby Users can benefit from discounts on prices applied by Keyline for the purchase of one or more products and/or Services and/or In-App Purchases, or additional benefits the terms of which are defined from time to time by Keyline (the “Points”).

5.2    The User acknowledges that the Points under article 5.1 above are not the property of the User and cannot under any circumstances be considered as “money” pursuant to applicable laws and consequently, they have no cash value or value outside the App and with respect to persons other than Keyline.  The Points cannot be sold, traded, transferred and/or exchanged  for currency, since they can only be used for the purposes specified under article 5.1 above; the Points are non-refundable (save for events provided by applicable laws) and once used to obtain discounts on prices for products and/or Services and/or In-App Purchases and/or other benefits under article 5.1, these cannot be returned, exchanged and/or refunded.

5.3    Points are collected in a specific section of the App (the “Wallet”). User acknowledges and accepts that the Wallet is its own property and under no circumstances may it be considered as a “current account” and/or a “payment tool” pursuant to applicable laws.

5.4    Keyline reserves the right, at sole discretion, to limit the use of Points to one or more Services, to provide for and amend the maximum number of Points that can be collected by the User, at own discretion, or to limit the validity period for Points.

6.     USE OF THE APP AND OF THE SERVICES

6.1    The User recognises and accepts that use of the App and/or of one or more Services is at their sole risk and responsibility; the User further undertakes to make appropriate use of the Services included in the App and, in any event, not to use them for activities that are (i) unlawful, (ii) in breach of good faith or criminal acts, and/or (iii) detrimental to the rights of Keyline and/or third parties and/or regulations and/or that infringe intellectual property rights and/or any other rule under the legal system.

6.2    On using the Services, the User is entirely precluded from the reproduction, amendment in any form, distribution and, in general, the making available to third parties of any material and/or information (such as but not limited to photographs, designs, logos, trademarks etc.), protected by industrial and intellectual property rights for Keyline and/or third parties.

6.3    Furthermore, Keyline is in no way liable for any and every direct and/or indirect adverse effect incurred by User, possibly arising out of and/or connected to the use and/or disclosure to third parties by User of information, content and/or promotional messages included in the App and/or in the individual Services included in the App.

6.4    With specific reference to Services connected to the Keyline community and/or that enable the free exchange of data and/or information and/or customisation using data and/or information not prepared by Keyline (for example only, photographs, writing, registration etc.), it is agreed that any content and/or information and/or declaration in any form communicated, transmitted, given and/or published by the User through the App and/or in the use of the Account and/or of one or more Services, cannot in any way be attributed and/or related to Keyline and, consequently Keyline may not be directly or indirectly liable in any manner or way for any detriment and/or damage and/or offence that may be caused to third parties by content created by the User.

7.     LIABILITY

7.1    Without prejudice to the provisions of articles 3.6, 3.7, 6.3 and 6.4 above, the User shall indemnify and keep Keyline harmless from and against any direct or indirect adverse consequence arising out of the breach of obligations undertaken by the User upon entering into these General Terms and Conditions – and, with specific reference to In-App Purchases, the Special Terms and Conditions – as well as against consequences arising out of any claim and/or procedure of any kind or nature made and/or threatened by third parties and arising out of and/or connected to the User’s App, the Account and/or one or more Services, including the In-App Purchases, and/or their use by the User.

7.2    In case of failure by the User to comply with the provisions of these General Terms and Conditions – and, with specific reference to In-App Purchases, with the Special Terms and Conditions – Keyline may, at sole discretion, definitively or temporarily revoke and/or suspend and/or restrict access by the User to the App, the Account and/or one or more Services, including the In-App Purchases.

7.3    For the purposes of the above article 7.2, for example only, the following constitute conduct in breach of these general conditions:

-       creating an Account using out of date or false information or information that does not refer to the User and/or includes offensive, inappropriate or profane references;

-       distributing comments or creating an Account that leads other users to believe that it refers to a representative of Keyline;

-       adopting forms of communication intended to abuse, harass and/or intimidate other users and/or Keyline or its representatives (i.e., trolling, flaming, spamming, etc.);

-       using any means not expressly permitted by Keyline to collect or intercept data in the context of Services (i.e., phishing, doxing, online sniffing, etc.);

-       using any element that is in violation of the intellectual property rights of Keyline and/or third parties;

-       selling, renting, marketing, organising, amending, reverse engineering, disassembling, decoding, translating, adapting, reproducing, distributing, circulating, re-publishing, transferring, indexing, copying, extracting and/or automating any information, software, product and/or other element contained in the App, the Account and/or in one or more Services, using any means, in the absence of prior written authorisation from Keyline;

-       amending, distorting, blocking, overburdening, interrupting, slowing down and/or obstructing all or part of the normal functionality of the App and/or of one or more Services, or their accessibility to other users or the functionality of partner networks for the Services;

-       transmitting or circulating viruses, trojan horses, worms, bombs, corrupted files and/or similar destructive devices or corrupted data and/or organising, participating in or being involved in an attack against the Keyline server and/or those of its providers and/or partners;

-       using or distributing the Services using a “mirror” site;

-       accessing or attempting to access one or more Services that have not been optioned and/or purchased by the User;

-       creating, supplying, or using alternative methods for the use of the Services, for example using server emulators;

-        using the App, the Account and/or one or more Services to commit fraud, scams, and/or offences in general, including only attempted offences;

-        buying, selling, renting, sharing, lending, exchanging or transferring in any way an Account and/or the means to access an Account and/or permitting any third party to access the Account in any way.

7.4     It is agreed that, if access to and/or the use of the App, the Account and/or one or more of the Services is suspended and/or revoked and/or restricted pursuant to article 7.2, the User may (i) be unable to use all or part of the App, the Account and/or one or more Services, or (ii) lose all or part of all data, documents and/or information relative to and/or contained and/or archived in the App, the Account and/or in one or more Services.  Moreover, in the aforementioned cases, Keyline may, at sole discretion, prevent the User from accessing the App and/or from creating new Accounts and/or from accessing one or more Services, without prejudice to the right for Keyline to archive the personal data of the User (and/or provided by the User), in the manner and according to the procedures provided in the Privacy Policy.

7.5     Without prejudice to the provisions of article 7.4, if access to and/or the use of the App, the Account and/or one or more Services is revoked, suspend and/or restricted in accordance with article 7.2  above, the Points collected by the User may not be used and User will not be entitled to ask Keyline for any reimbursement and/or compensation and/or conversion into currency of those Points, in accordance with the provisions of article  5..

7.6    It is however agreed that Keyline does not guarantee that the App, the Account and/or one or more of the Services will always be available anywhere in the world and/or on all devices, or that their access, features and functions will remain unchanged.

7.7    Since the correct viewing and/or consultation by the User of all or part of the content included in the App, as well as access to and/or the use of the Services, including the In-App Purchases, depends on factors outside the control of Keyline (e.g. failed or poor internet connection and/or failed or poor hardware and software used by the User), Keyline may not be liable for incomplete and/or failed use by the User and/or by third parties of the content of the App and/or the Services.  Equally, Keyline may not be liable for direct and indirect damages and/or losses incurred by the User as a result of faults and/or malfunctions of any kind in the telephone and/or internet network, misuse of and/or malfunctions in software and/or hardware through which the User uses the App and/or the Services, or the use of and/or an attack on the Account and/or the hardware used by the User by illegal and/or damaging computer programmes (e.g. malware and the like).

8.     DURATION

8.1    Following installation of the App onto their device, the User can access and use the App for an indefinite period, without prejudice to the provisions of article 4.3 above.

8.2    Without prejudice to the provisions of article 3.8 above, following registration and the creation of an Account, the Account will have an indefinite duration, subject to the obligation for the User to ensure their data and information is constantly up-to-date in accordance with article 3.4 above.

8.3    Keyline is entitled, at sole discretion, to provide the User with Services for an indeterminate period of time, or to impose time limits for the use of Services for specific periods of time established by Keyline, without prejudice to the fact that the use of the service depends on the good working order and constant updating of the App and, with reference to certain Services, the creation and maintenance of an Account.

9.     PERSONAL DATA PROCESSING

9.1    By way of acceptance of these General Terms and Conditions, the User declares that it has full knowledge of and expressly accepts the Privacy Policy prepared by Keyline, in accordance with applicable laws, acknowledging that Keyline may collect and process personal and sensitive data in accordance with and for the purposes provided by the Privacy Policy.

10. DISPUTES AND JURISDICTION

10.1These General Terms and Conditions are governed by Italian law.

10.2 For any dispute relating to the validity and/or interpretation of these General Terms and Conditions, the Court of Milan shall have exclusive jurisdiction or, in case of disputes with non-professional Users, the Court for the place where the User resides or is domiciled.

11. INVALIDITY OF CLAUSES

11.1  The invalidity or ineffectiveness of one or more clauses of these General Terms and Conditions shall not result in the invalidity or ineffectiveness of these General Terms and Conditions which shall remain in full force and effect within statutory limits law, and within the meaning closest to the parties’ intentions.

[Note: for non-professional Users only: Pursuant to and for the purposes of sections 1341 and 1342 Italian Civil Code, User declares that they have read, understood and specifically approved the above contractual conditions and in particular those under articles: 1 (Services included in the App), 3 (Account), 4 (Updates to the App and Services), 5 (Points), 6 (Use of the App and of the Services), 7 (Liability), 8 (Duration), 10 (Disputes and jurisdiction).]

SPECIAL TERMS AND CONDITIONS OF IN-APP PURCHASES

1.    SCOPE OF APPLICATION

1.1    Without prejudice in any event to application of the General Terms and Conditions, the acquisition by the User of one or more In-App Purchases involves compliance with and the acceptance of all of these Special Terms and Conditions, as well as any amendment and/or update to same.  For that purpose, User declares that they have carefully read the Special Terms and Conditions and they have understood and accept them in full.

2.    FEATURES OF IN-APP PURCHASES

2.1.   The features of the In-App Purchases are determined by Keyline, at sole discretion, and are notified from time to time by Keyline through the App, and by way of communications specifically addressed to a precise User and customised on the basis of their characteristics and/or previous use of the App and/or of one or more of the Services. All or part of the use of In-App Purchases may be subject to the User creating and maintaining an Account.

2.2.   The duration of, any extension to and/or period of validity for the renewal of the In-App Purchases is determined from time to time by Keyline, at sole discretion.

3.    PRICE AND PAYMENT

3.1    In-App Purchases may be acquired by the User directly within the App [Note: Keyline to check: (or also on the website)] and the relative price for the purchase, and payment procedure (i.e., one-off payment, Service subscription, etc.) can be consulted in advance by the User by accessing the specific section of the App [Note: Keyline to check and or the website)].

3.2    Against payment of the price for In-App Purchases, the User will receive the relative invoicing documents, which will be made directly available on the App and sent to the email address indicated by the User in their personal Account.  It is agreed that any activities for the configuration of software and/or hardware on which the User intends to use the In-App Purchases are the exclusive responsibility of the User.

3.3    Keyline may unilaterally and at any time change the price and the payment procedure for the In-App Purchases, and grant discounts and/or reductions (also using Points) on prices from time to time applied, and carry out promotions of any nature or kind, establishing their characteristics from time to time and at sole discretion.  In any event, it is expressly agreed that the amount of and/or access to price reductions, discounts and/or promotions specified above may be linked to the number of Services used by the User and/or of In-App Purchases that the User intends to make and/or has made.

3.4    The price for the In-App Purchases must be paid by the User through the electronic payment service used by Keyline and available on the App; it is agreed that the provision of services connected to the above-mentioned In-App Purchases depends on actual collection by Keyline of the relative amounts.

3.5    Without prejudice to the provisions of article 4.2 of the Special Terms and Conditions, once the services connected to the In-App Purchases acquired by the User have been supplied, the User shall not be entitled to request any kind of refund of the price paid, even if it is impossible to access and/or use the App and/or one or more Services, in accordance with the provisions of article 7 of the General Terms and Conditions.

4.    WITHDRAWAL FROM IN-APP PURCHASES

4.1    Without prejudice to the provisions of article 3.5 above of the Special Terms and Conditions, a User who has acquired an In-App Purchase is not entitled to withdraw from same.

4.2    Without prejudice to the provisions of article 4.1 of the Special Terms and Conditions, if a User is classified as a non-professional User pursuant to the Privacy Code, that User will be entitled to withdraw from the In-App Purchase without providing any reasons, within 14 (fourteen) days of payment of the price for those In-App Purchases, by way of registered mail with return receipt sent to the registered offices of Keyline.  The aforementioned notice of withdrawal can be prepared using the form annexed to these Special Terms and Conditions.  In case of exercise of the right of withdrawal by the User, Keyline shall, without delay and within 14 (fourteen) days of receipt of the withdrawal notice, refund the price for the In-App Purchase, by recrediting the payment method used or by way of bank transfer to the bank coordinates indicated in the notice of withdrawal by the User.

5.    DISPUTES AND JURISDICTION

5.1    These Special Terms and Conditions are governed by Italian law.

5.2    For any dispute relating to the validity and/or interpretation of these Special Terms and Conditions, the Court of Milan shall have exclusive jurisdiction or, in case of disputes with non-professional Users, the Court for the place where the User resides or is domiciled.

6.    INVALIDITY OF CLAUSES

6.1    The invalidity or ineffectiveness of one or more clauses of these Special Terms and Conditions shall not result in the invalidity or ineffectiveness of these Special Terms and Conditions which shall remain in full force and effect within statutory limits, and within the meaning closest to the parties’ intentions.

[Note: for non-professional Users only: Pursuant to and for the purposes of sections 1341 and 1342 Italian Civil Code, User declares that they have read, understood, and specifically approved the above contractual conditions and in particular those under articles: 2 (Features of In-App Purchases), 3 (Price and payment), 4 (Withdrawal from In-App Purchases), 5 (Disputes and jurisdiction).]