SKYDIVE TRIBE ORGANIZERS SERVICE AGREEMENT: contract for the provision of the computer services “Skydive Tribe”

By sending the online request to be featured in the Skydive Tribe App and website you agree with Tribal Network Solutions S.r.l.s., with headquarters in Bologna, via Garavaglia 4, with share capital subscribed and paid for of €999,00; Fiscal Code and VAT Identification Number: 03486211208; and registration number with the Bologna Company Register: 523100, represented by its sole director and legal representative: Mr. Gillo Baldazzi, provided with the appropriate powers (hereinafter “TNS S.r.l.s.”),

to the following :

  1. OBJECT OF THE CONTRACT AND DEFINITIONS
    • These terms and conditions govern the provision relationship between TNS S.r.l.s., and the Client/User/User of the web communication management services called “Skydive Tribe” (hereinafter, the “Service”).
    • These terms and conditions supersede any previous agreements related to the Service.
    • These terms and conditions and the basic conditions, the offer and the other annexes form a single body of rules governing the relationship between TNS S.r.l.s. and the Client/User/User and therefore must be considered as unified and inseparable.
    • The “Content” refers to all text, images and any general files placed on the public end of the Service and that are made available by the Client/User to other users.
    • “Skydive Tribe” identifies the software, the database(s) and any other component developed by TNS S.r.l.s. and/or purchased by it and/or distributed through regular license, that handle the Service.
    • “Login” and “Password” identify the personal access codes, assigned by TNS S.r.l.s. to the Client/User, allowing access to the Service as an Administrator.

  1. CONTRACT DURATION – TERMINATION

2.1 The Contract for the Service is subscribed by the Client/User through the order confirmation issued by TNS S.r.l.s. or by subscription through digital means and will begin on the date of the effective activation of the Service. The contract duration is specified in the order confirmation attached to these general conditions and/or in the e-mail confirmation sent to the Client/User by TNS S.r.l.s. as a result of the agreements made verbally or after receiving the order form sent electronically or in paper form by the Client/User. If not differently specified the contract is considered ongoing until further notice from the User/Client or TNS S.r.l.s..

2.2 In case of change of tariff plan or of any other changes in the Service being performed at the request of the Client/User, the contract for the Service will run in full term again from the date of activation of the change requested by the Client/User with the new term referred to in the new order, unless otherwise indicated.

2.3 The contract will be automatically renewed for a period of the same duration under the same conditions and list prices charged at the time of the subscription and so forth, unless explicit notice to be communicated by the Client – by a registered letter with a signed return receipt to the postal address of TNS S.r.l.s. reported in point 12.6, or by sending an email to the Certified Electronic Mail (PEC) to the email address of the sole director and legal representative: gillo.baldazzi@pec.it.

2.4 If the Client/User who has subscribed to the Service fails to pay the fee in the manner and within the terms provided in the order confirmation, no later than sixty (60) days from the last contract renewal, the Service will be suspended automatically without any notice. TNS S.r.l.s. accepts no responsibility for the possible loss of data stored by the Client/User and/or for any damage that may be caused by the interruption of the Service for absence of payment.

2.5 If the Client/User who has subscribed to the Service intends for any reason terminate this agreement at a time prior to the contractual expiration, TNS S.r.l.s. will not be liable to any refund for any amount already paid. The termination must be exercised as described in section 2.3.

2.6 TNS S.r.l.s. may at any time terminate this contract by written notice to be sent to the Client, with at least 30 (thirty) days anticipation, by registered letter with a signed return receipt or by Certified Electronic Mail to the last mailing address or email provided by the Client.

2.7 In the event of termination, for any reason, of this contract by TNS S.r.l.s., the Client/User will be refunded an amount proportional to the amount of months of use remaining until the contractual expiration. Nothing else will be due to the Client/User by TNS S.r.l.s. as compensation.

  1. MODE OF SUBSCRIPTION AND SERVICE ACTIVATION

3.1 The online acceptance by the Client/User through the filling of the order form available on the site www.skydivetribe.com will be considered as a contract submission. Alternatively, the Client/User can join the Service by sending the order form to TNS S.r.l.s., duly completed and signed for acceptance by the legal representative or delegate: a) by e-mail to the e-mail: skydivetribe@gmail.com; b) by Certified Electronic Mail (PEC) to the email address of the legal representative: gillo.baldazzi@pec.it; c) by mail to the following address: Tribal Network Solutions S.r.l.s., via Garavaglia 4, 40127 Bologna (BO).

3.2 The proposed contract is considered irrevocable, pursuant to and in accordance with Article 1329 of the Italian Civil Code. TNS S.r.l.s. reserves a period of 10 (ten) days of its reception for acceptance.

3.3 The contract will be complete when TNS S.r.l.s. confirms in writing to the Client/User of its acceptance or activates the Service.

3.4 TNS S.r.l.s. will activate the Service within 5 (five) working days from the acceptance of the contract proposal sent by the Client/User, unless technical difficulties not attributable to TNS S.r.l.s. appear, and only after receiving the payment – if the commercial conditions are applied – and any required documents.

3.5 If activation of the service is not possible due to technical difficulties not attributable to TNS S.r.l.s. or to unexpected impossibility to provide the Service, the contract proposal will not be accepted, and, the contract will, in any case, be terminated automatically, without implying any liability to TNS S.r.l.s. to the Client/User. In this case, TNS S.r.l.s. agrees to immediately notify the Client/User and refund any sum that the Client/User may already have paid for the Service.

3.6 TNS S.r.l.s. reserves the right to not conclude the contract and to not activate the Service when the Client/User is subject to bankruptcy proceedings or is enrolled in the register of protests or subject to executive procedures. TNS S.r.l.s. reserves a similar right for the Client/User that did not fulfill in the past its legal duties to TNS S.r.l.s. until the non.-fulfillment has been solved.

3.7 TNS S.r.l.s. also may not conclude the contract and not activate the Service if the Client/User provides incomplete or false information related to its identity, to its address, registered office or place of residence or, where applicable, of its quality of legal delegate and/or representative of another subject and the relative powers.

  1. CONDITIONS FOR USING THE SERVICE

4.1 TNS S.r.l.s. will inform the the Client/User, during registration, about the technical specifications and security codes (login and password) required to access the Service.

4.2 The service, to function properly, requires: a) from the end of the Client/User, a computer and an adequate Internet connection; b) from the end of a user of the mobile application, a Smartphone running Android or iOS and an adequate Internet connection.

4.3 The terms of use for mobile application users can be found at www.skydivetribe.com/legal

  1. CONFIDENTIALITY AND DATA PROTECTION

5.1 Under Article 13 of the legislative decree 196/2003 (the “Law”) of Italian Civil Law, TNS S.r.l.s. informs the Client/User, which takes note, of the fact that the personal data supplied by the Client/User can be processed either manually or by automated means, by TNS S.r.l.s., via Garavaglia, 4 – 40127 Bologna (BO). The data controller is TNS S.r.l.s. through its legal representative. Such treatment is necessary for the performance of the obligations arising from the contractual relationship and, therefore, does not require the consent of the Client/User pursuant to Art. 7, lgs. d. 196/2003; the Client/User can exercise its rights to consult, modify, delete the data or oppose to their treatment for legitimate reasons, by contacting the data controller.

5.2 TNS S.r.l.s. agrees not to disclose any personal details of the Client/User and to keep them confidential. The Client/User gives TNS S.r.l.s. express consent for the transmission of the data to its delegates for the provision of technical and administrative services related to the object of this contract and who have signed a confidentiality agreement.

5.3 TNS S.r.l.s. and the Client/User agree to keep confidential all information obtained in the execution of the contract, as well as data and communications transmitted by means of the service, and to not disclose it to anyone without the consent of the other party, unless they are already in possession of the recipient prior to such disclosure or are of public domain not as a result of breach of this duty of confidentiality or they are obtained from third parties not subject to confidentiality restrictions. And subject to the possibility for TNS S.r.l.s. and for the Client/User to submit such information, data and communications to their employees or agents who need to know them for the purpose of processing them.

  1. CLIENT/USER SERVICE REPORTS – COMPLAINTS

6.1 The Client/User must notify any possible defects and/or complaint in the delivery and operation of the Service through the contacts present in the “Help” panel in the panel management service providing the details of the fault.

6.2 TNS S.r.l.s. will respond to the report of the Client/User as quickly as possible and no later than 5 (five) working days.

  1. PLANS – FEES – BILLING – PAYMENTS

7.1 The Service provides for the subscription by the Client/User of an order confirmation for a BASIC USE PLAN that includes the ability to send messages and notifications to users who select as “preferred” the structure/company/society/association of the Client/User.

7.2 The possible expansion of the Service to include other features or the promotion of certain events and notifications to an audience of users that includes even those who have not selected as “preferred” the structure/company/society/association of the Client/User will be the subject of a separate confirmation order.

7.3 The payment of fees relating to the Service may be made by the Client/User via cash, bank transfer, or credit card when purchased online.

7.4 The collection service by credit card is handled by TNS S.r.l.s. by means of special authorized bodies in order to ensure maximum protection and security to the Client/User. In no event TNS S.r.l.s. will manage or be aware of the data of the credit card of the Client/User.

7.5 TNS S.r.l.s. is expressly relieved of all responsibility for any damage caused by the behavior of the authorities in charge of control systems/transfer/charge of the account of the Client/User, whether negligent or malicious.

7.6 Payments made by bank transfer should be made payable to Tribal Network Solutions S.r.l.s. The identifying coordinates of the bank at which the bank transfer shall be made will be communicated each time to the Client/User by TNS S.r.l.s. and given in the order confirmation.

7.7 If the Client/User does not make payment within 10 (ten) days from the submission, TNS S.r.l.s. reserves the right to terminate the contract in accordance with Article 1456. of the Civic Code, subject to other legal remedies.

  1. CHANGES DURING DELIVERY

8.1 TNS S.r.l.s. may change – for arisen and proven technical, economic and management issues – the technical specifications and the fees of the service and the general conditions, specifying the Client/User the reasons for the changes made through notice sent to the email address of the Client/User.

8.2 Should the above changes mean an increase in the fee for the Service charged to the Client, they will take effect after 30 (thirty) days from the date of receipt of notice from the Client. The Client may, within the same period, terminate the contract by registered letter with a signed return receipt or by sending a message to the PEC address of the legal representative: gillo.baldazzi@pec.it with effect from the date of receipt by TNS S.r.l.s. of such notification. In the absence of communicated termination with the terms and conditions provided for above, the changes will be considered accepted by the Client.

  1. DUTIES AND RESPONSIBILITIES OF THE CLIENT/USER RELATED TO THE SERVICE

9.1 The Client/User shall promptly inform TNS S.r.l.s. of any dispute, claim or proceeding brought by third parties in relation to the Service, of which the Client/User becomes aware. The Client/User will be responsible for any damages, whether direct or indirect, incurred by TNS S.r.l.s. due to failed or untimely communication.

9.2 The Client/User guarantees the legitimate availability of data supplied by TNS S.r.l.s. for the execution of this contract and will hold TNS S.r.l.s. free from any third party claim related in any way to the above data.

9.3 The Client/User acknowledges to be fully and exclusively responsible for all visual content, written or audio communication produced by it, or otherwise used, and sent to the users through the Service. The Client/User agrees to not use the Service to send large amounts of messages.

9.4 The Client/User agrees not to disseminate, through the Service, messages or material that may be considered obscene, indecent, threatening, harassing, and/or defamatory. The Client/User also agrees to not call or disseminate information that may be considered immoral or violating public decency, which may cause damage in any way, to minors, or constituting or encouraging offensive or illegal behavior, abuses, crimes, and/or violations, under any applicable law or rule.

9.5 The Client/User acknowledges that it is strictly forbidden to spread commercial or advertising content which would go beyond the nature of the Service. The Client/User acknowledges that it is its responsibility to ensure that the content published by it do not violate the law. By way of example, it is prohibited to publish material that:

TNS S.r.l.s. reserves the right not to publish or delete any content that violates these Terms or that may harm the Service and reserves the right to terminate the Client/User’s access to the Service.

9.6 In submitting to TNS S.r.l.s. the content for posting on the Service, the Client/User certifies and guarantees to be the owner of all intellectual property rights relating to the published content, and also authorizes TNS S.r.l.s. its publication and use by Skydive Tribe. T.N.S. S.r.l.s. does not acquire ownership of such content. However, subjecting them to Skydive Tribe, the Client/User gives TNS S.r.l.s. the perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable right to use, copy, redistribute, publish and use in derivative works for commercial use. Such content may be used by users of the Service solely for non-commercial use, with the exception in case of written permission by TNS S.r.l.s. for the use of the contents of the Client/User for commercial purposes (in which case the Client/User hereby authorizes TNS S.r.l.s. to dispose of the content provided by Skydive Tribe as an agent).

9.7 T.N.S. S.r.l.s. reserves the right to examine the content before or after its publication and to prevent or remove it if inappropriate, incorrect, or in breach of these terms. TNS S.r.l.s. reserves the right to determine, in its discretion, what content is publishable, for how long and the rules for its publication. T.N.S. S.r.l.s. does not guarantee that all content submitted by the Client/User will be published, or that such contents will be published indefinitely.

9.8 The Client/User agrees not to upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunication systems of third parties. Although TNS S.r.l.s. is not responsible for any of these programsdiffusion, TNS S.r.l.s. has full discretion to refuse or remove any content of this type, at any time and without giving any notice to the Client/User.

9.9 The service is restricted to those over age 18. In the event that parents or those who protect, allow minors to use the service, they will be responsible for the use, abuse and any consequences due to the minor’s actions.

9.10 The Client/User agrees to keep confidential, with no possibility of sale to third parties, the access keys to the service (Login and Password).

9.11 It is expressly forbidden for the Client/User to sell the use of the account of the service to third parties in any form and under any circumstances, without explicit written permission of TNS S.r.l.s.

  1. GUARANTEES OF THE CLIENT/USER

10.1 The Client/User guarantees that no use will be made of the Service, for any reason, by a third party not expressly authorized by it. The Client/User assumes therefore any responsibility for any misuse of the service. In particular, the diffusion through the Service of material that might be detrimental or offensive will result in immediate suspension of the service and the possible termination of the contract.

10.2 The Client/User guarantees, on its own responsibility, that the personal data provided at the time of activation of the services are truthful and accurate.

10.3 The Client/User guarantees to provide information to the users, through the platform, that is truthful and as current as possible.

  1. LIMITATIONS AND LIABILITY OF TRIBAL NETWORK SOLUTIONS S.R.L.S.

11.1 TNS S.r.l.s. guarantees the availability of the service at a level of no less than 80% (eighty percent) on an annual basis. This does not include the suspension of service needed for ordinary and extraordinary maintenance planned and communicated to the Client/User. TNS S.r.l.s. will inform the Client/User of the planned suspension with a notice of at least one (1) business day. The notification will be made: a) by posting on the website www.skydivetribe.com; b) by e-mail to the address provided by the Client/User at the time of order; and/or c) by telephone to the contact person indicated in the process of activation.

11.2 For the purposes and within the limits of the current provisions regarding the protection of personal data, TNS S.r.l.s. guarantees the confidentiality of communications made through the e-mail service offered to the Client/User. Such communications will not be verified, controlled or censored by TNS S.r.l.s. or by other parties, except for the court in the form and manner of the law.

11.3 The Client/User is aware and acknowledges in that effect a right to TNS S.r.l.s., that service delivery may, exclusively for reasons of maintenance/upgrade of software and for short periods of time, suffer momentary interruption. The Client/User acknowledges that TNS S.r.l.s. is in no way responsible to the Client/User itself or to third parties, for the suspension of the service. Likewise, TNS S.r.l.s. assumes no responsibility in the event of interruption of service due to unforeseeable circumstances or force majeure or, in this case, for the failure to communicate it.

11.4 TNS S.r.l.s. is not responsible for the failure to provide the service due to inability to work due to causes not attributable to it or, in any case, due to failure of communication systems, failure or irregular transmission of information or causes beyond its control, including, without limitation, delays or dropped calls of the system or other problems resulting from interruptions, failures, or operation of telephone systems, telematics or electric strikes, even of its staff, due to force majeure events included in Art. 1218 of the Italian Civil Code. In no event TNS S.r.l.s. is responsible for any incidental, indirect, consequential damages (including, without limitation, of loss of business profits, business interruption, loss of information or any other financial loss) attributable to the Service.

11.5 TNS S.r.l.s. is not responsible of i) the results that may be obtained from the use, or misuse of the Service; ii) the accuracy or reliability of any information provided through the Service; iii) any goods purchased or sold through the Service; iv) any transaction through the service. TNS S.r.l.s. also will in no event be liable for any damages of any kind and nature, also relating to the loss of profits from the Client/User or third parties. In no event TNS S.r.l.s. ensures that the service provided is appropriate to the specific needs of the end user.

11.6 The Client/User is aware that in no event the responsibility of TNS S.r.l.s. shall exceed the amount of the sum paid by the Client/User for the service during the term of this contract.

11.7 All materials and/or transferred data obtained with a use contrary to that provided by the Service remain under the discretion and risk of the Client/User.

The Client/User shall be the solely responsible for any possibility of damage caused to itself or others that may arise from the use, or misuse of the service. The Client/User assumes all risks related to the use of the Service. The Client/User agrees to indemnify and defend TNS S.r.l.s. by all instances and third-party claims for damages and/or costs (including legal fees) arising directly or indirectly, from use, or misuse of the Service, from violation of this contract, that may be related to behavior (including omission) entered into by the Client/User.

  1. MISCELLANEOUS – COMMUNICATIONS

12.1 The references to the Client/User or to TNS S.r.l.s. include their respective successors and assignees.

12.2 Changes or additions to this contract shall result from a document signed by or on behalf of the party against whom the change is invoked.

12.3 TNS S.r.l.s. will carry out all activities within its competence under this contract directly through its staff or through third party agents.

12.4 In no case the Client/User can sell the contract to a third party.

12.5 TNS S.r.l.s. will make communications to the Client/User in writing to its main e-mail address or accompanying the invoices or by separate statements, to be sent by mail, which will be considered known if sent to the last known address provided by the Client/User.

12.6 The Client shall send all communications to TNS S.r.l.s. to be sent by registered mail to Tribal Network Solutions S.r.l.s. – Via Garavaglia, 4 – 40127 Bologna (BO) or to the Certified Electronic Mail (PEC) address of the legal representative: gillo.baldazzi@pec.it.

12.7 The Client/User undertakes to promptly notify TNS S.r.l.s., by the terms referred to in paragraph 12.6, any changes of its relevant data for billing purposes.

12.8 Any delay or failure of either party to enforce any right or exercising a right shall not be construed as a waiver of the power to enforce it or to exercise at any time thereafter.

12.9 These terms and conditions are subject to changes necessitated by subsequent laws and/or regulations.

  1. RESOLUTION CLAUSE

13.1 TNS S.r.l.s. reserves the right to declare the contract terminated pursuant to and by effect of Article 1456. of the Italian Civil Code with a simple written notice sent as a registered mail with a signed return receipt or through Certified Electronic Mail (PEC) in cases of breach of the obligations contained in the preceding paragraphs of this contract. In all cases the rights of TNS S.r.l.s. shall remain for compensation for the services rendered to the Client/User, in addition to the rights for reparation of any damages.

13.2 The contract will terminate automatically if the Client/User is subjected to enforcement procedures, procedures of bankruptcy, receivership or other insolvency proceedings, or where the Client/User becomes insolvent in any way or assigns assets to creditors, suffers a seizure or other forms of constraint on its assets or is put into liquidation, either voluntarily or compulsorily, except if TNS S.r.l.s. decides to avail itself of this clause.

  1. DISTANT SELLING – CONTRACT CONCLUDED AWAY FROM BUSINESS PREMISES

14.1 In the event of away conclusion of the contract or contract concluded away from business premises, the Client/User may terminate this contract by giving notice to TNS S.r.l.s. by registered letter with a signed return receipt within ten (10) working days from the conclusion of the contract, in accordance with Article 5 of the legislative decree of May 22, 1999 n. 185 of Italian Civil Code. It is subject to the right of TNS S.r.l.s. to still charge the payable fee for the activation and use of the Service, as indicated in the accompanying documentation, as well as the related fees and taxes.

  1. FREE TRIAL AND FREE USE ACCOUNTS

15.1 This clause applies in the case of using special evaluation versions of the service or in case the service is provided for free.

15.2 TNS S.r.l.s. may grant the right to use a temporary version (free trial) for purposes of internal evaluation of the Service, or provide a free version to some type of users.

15.3 The Client/User undertakes to fully respect the provisions set out in paragraphs 9 and 10 of these general conditions of provision of the service and accepts the limitations of liability of TNS S.r.l.s. specified in paragraph 11.

15.4 The Client/User acknowledges that these versions of the service: a) may have material limitations in the available features; b) may have a limited lifecycle; c) may have other limitations not present in commercial versions of the service.

15.5 TNS S.r.l.s. assumes no responsibility for the proper functioning of these versions of the service and is therefore not subject to any of the obligations under the general terms of provision of commercial versions of the service.

15.6 Free accounts cannot be used to substitute or represent payd account such as (but not limited to) the ones used to represent activities / events in a dropzone or specific location.

  1. LAW AND JURISDICTION

16.1 This contract is governed by Italian law, also believed to be applicable for all matters not expressly provided.

16.2 All disputes from or arising out of this contract or its performance will be the exclusive competence of the Court of Bologna, Italy.