This Agreement (the “Agreement”) is a legal agreement between You (an entity or person) and ILDIVA, that governs your limited, non-exclusive, terminable right to the use of the ILDIVA website (“Site”) and the services provided. By accessing the site, or otherwise using the services provided, You agree to be bound by the terms of this Agreement. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT SIGN UP FOR AN ACCOUNT AND CANNOT USE THE SERVICE. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. We may amend this Agreement from time-to-time. All amended terms automatically take effect when you use the Service or when they are initially posted on the Site. Your use of the Site following the effective date of any modifications to this agreement will constitute your acceptance of the Agreement, as modified. We will provide you with advance notice of the modifications, by posting a notice on our Site. You agree that this is adequate notice.
REGISTRATION/ACCESS: Use of the site www.ildiva.com shall mean use of the site. Using the Site includes registering/subscribing to the Site. Subscriptions require that you create an account by filling out a registration form and by providing us with the requested information. You agree to provide us with complete and accurate information upon registration and to keep such information accurate and up-to-date. You are requested to keep your login details strictly confidential and to refrain from disclosing these to any other third party. Ildiva shall not be held responsible for unauthorized access to your account. Ildiva and/or its operators reserve the right to access your account and the information that you have provided, for support and maintenance purposes or for any security-related or commercial reasons. Content on our site is generally provided free, and you accept to receive offers or advertisements from us or from third-parties through our site or system. Any fees quoted (if applicable) are quoted independently of Value Added Tax (VAT) or any other taxes that may be applicable. Ildiva may make changes to its system at any time or introduce new fees or charges. We will provide you with written notice in advance during which you will have the right to unsubscribe from your subscription/membership, should you not agree with these changes.
LIMITED ACCESS: Subject to these terms, Ildiva grants You a limited, revocable, non-exclusive, non-transferable and non-assignable license to use the Site and Service for Your own individual, enterprise, and limited commercial use subject to the other terms of this Agreement. You agree not to resell the Service. You may not transfer, lease, sub-licence, modify, reverse engineer, decompile or disassemble the Site and Service. You may not copy, adapt, alter, modify, translate, or create derivative works of the Site and System. You may not use the System for illegal purposes or for the transmission of information that is unlawful, libellous, abusive, obscene or that infringes the rights or intellectual property of others, including Ildiva. You may not permit other individuals to use your account. You may not rent, lease, loan, sublicense, distribute, or otherwise transfer rights to the System. You may not circumvent or disable any technological features or measures in the System for protection of intellectual property rights. You may not use the System in an attempt to, or in conjunction with, any device, program, or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction. Any such forbidden use shall immediately terminate Your license to the Site and System.
PROPRIETARY RIGHTS: All rights, titles and interest in the Service and any content contained herein is the exclusive property of Ildiva and its respective owners, except as otherwise stated. Unless otherwise specified, this Service is for your personal and limited commercial use only. If you copy or download any information from the Site, you agree that you will not remove or obscure any copyright or other notices or legends contained in any such information. All Ildiva marks, trademarks, trade names, service marks and logos are proprietary to Ildiva or their respective owners. Use of any marks in any manner other than as authorized in these Terms and Conditions is strictly prohibited, and may give rise to the payment of damages. Ildiva will keep Data collected confidential and maintain the strictest of confidence and not disclose or permit disclosure of any Data to any unauthorized person, and only make such limited use as strictly necessary for Ildiva to perform the Services, and take proper and all reasonable measures to ensure the confidentiality of the Data and procure that authorized persons to who the Data is disclosed will keep the Data confidential and use it solely to assist with supplying the Services under these Terms and Conditions.
DISCLAIMER: The materials on the IIdiva Site and Services are provided “as is”. Other than the express warranties in these Terms and Conditions, Ildiva makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or other violation of rights.
LIMITATIONS: In no event shall Ildiva, its owners, suppliers or any of their respective owners, employees and/or agents be liable to you or any third party for direct, indirect, special, exemplary, punitive or other consequential or incidental damages (including but not limited to any lost profits or revenue, interruption, loss of programs or other information, or any other loss) arising directly or indirectly from (i) your use of or access to the Service, or any content, products or services distributed on or provided through the website and Service, (ii) for any failure or interruption of the Service; whether as a result of errors, omissions, loss of data, defects, viruses, interruptions or delays in operations or transmission or any other cause, whether based on warranty, contract, tort (including negligence) or any other legal theory, even if Ildiva or its suppliers have been expressly advised of the possibility of such damages, unless such failure or interruption of Service or your use of or access to the Service or any content, product or services distributed on or provided through the Site and Service, is caused by Ildiva’s wilful misconduct or gross negligence.
REVISIONS: The materials appearing on the Ildiva Site and Services may include technical, typographical, or photographic errors. Ildiva warrants limitedly that the materials produced in the plans it offers are accurate only at the time of publication. In view of changes to laws and other circumstances, Ildiva may make changes to the materials at any time without notice. Ildiva shall endeavour to update and make changes to the materials as soon as practicable but makes no commitment of any kind to update the materials at any specified time. No action shall lie against Ildiva or its owners or operators in view of any error or omission in this sense.
ASSUMPTIONS OF RISK: You use the Internet solely at your own risk and subject to all applicable local, state, national, and international laws and regulations. While Ildiva has endeavoured to create a secure and reliable Site and Service, Ildiva is not responsible for the security of any information beyond of its control. Ildiva shall have no liability for interruptions or omissions in Internet, network or hosting services. You assume the sole and complete risk of using the Site.
LINKS: The Site may include links to certain website, materials, forms or content developed by third parties. Ildiva cannot and will not be held responsible for the any third-party produced content or materials. The inclusion of any link does not imply endorsement by Ildiva. Use of any such linked website is at your own risk. Ildiva reserves the right in its sole and absolute discretion to discontinue links to any other sites at any time and without notice.
SECURITY: Actual or attempted unauthorized use of any of the Site and Service may result in criminal and/or civil prosecution. For your protection, we reserve the right to view, monitor, and record activity on the Site and Service without notice or further permission from you, to the fullest extent permitted by applicable law and in accordance with these Terms and Conditions. This right extends to our review of tracking activity and details pertaining to claimed violations by users. Any information obtained by monitoring, reviewing, or recording may be subject to review by law enforcement organizations in connection with the investigation or prosecution of possible criminal activity on any of the Site and Service.
COMPLIANCE: You will use the Service and Site in full compliance with all applicable laws and regulations with regard to your use of this Site and service provided by the Site, to include, without limitation, the laws and regulations concerning privacy, telemarketing, Internet marketing and the transmission of electronic communications.
INDEMNIFICATION: Each party agrees to defend, indemnify and hold each other and its officers, owners, partners, directors, employees, agents, subsidiaries, affiliates, shareholders, licensors, suppliers and other partners harmless, in full and in perpetuity against any third party liabilities, claims, costs, expenses, obligations, losses or damages, excluding indirect damages and consequential loss that may arise from i) the other party’s unauthorised use of material obtained through the Site and Service; ii) the other party’s breach of this Agreement; iii) the other party’s use and access to the Site and Service not in accordance with the Terms and Conditions; iv) the other party’s other violation, alleged or actual, of any third party right; and (v) Ildiva’s breach of the warranties in clause 6. The indemnifying party is solely responsible for defending any such claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the indemnified party in connection therewith. Each party shall not, without the prior express written approval of the other, settle, dispose or enter into any proposed settlement or resolution of any claim (whether having been finally adjudicated or otherwise) brought against you, if such settlement or resolution results in any obligation or liability for any the indemnified party. This defence and indemnification obligation will survive this Agreement and the other party’s access and/or use of the website.
TERMINATION OF LICENSE: Ildiva may terminate your right to use the Site and Service with or without cause at any time. You may also terminate this Agreement by discontinuing use of the Service. Your obligation to pay any accrued charges and fees shall survive any termination of this Agreement. In the event of termination, the limitations on your use of the Software/Content as set forth in Section 2 and Ildiva’s warranties as set forth in Clause 6 shall survive such termination, and each party agrees to be bound by those terms.
LAW/DISPUTE: This Agreement is governed by the laws of Malta. The parties agree that any dispute or claim arising out of or in connection with this Agreement or its subject matter, shall be subject to the jurisdiction of the Malta Arbitration Centre in accordance with the Malta Arbitration Act (Cap. 387 of the Laws of Malta) and the arbitration rules of the Malta Arbitration Centre as at present in force. Ildiva reserves the right to institute proceedings regarding or relating to your use of the Site and Service in the courts of the country in which You reside.
JURY TRIAL WAIVER: EACH OF THE PARTIES WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ALL CLAIMS OR CAUSES OF ACTION (INCLUDING COUNTERCLAIMS) RELATED TO OR ARISING OUT OF THIS AGREEMENT BROUGHT BY EITHER PARTY AGAINST THE OTHER. THIS WAIVER WILL APPLY TO ANY SUBSEQUENT AMENDMENTS OF OR MODIFICATIONS TO THIS AGREEMENT.
NO CLASS ACTION: All claims between the parties related to this Agreement will be litigated individually and you will not consolidate or seek class treatment for any claim with respect to the Services. YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
WAIVER OF COMPLIANCE OF AGREEMENT: Even if we do not require strict compliance with the Agreement in each instance, you will be under the obligation to comply with the Agreement. Our failure to enforce, at any time, any of the provisions, conditions or requirements of the Agreement, or the failure to require, at any time, performance by you of any of the provisions of the Agreement, will in no way waive your obligation to comply with any of the provisions of the Agreement or our ability to enforce each and every such provision as written. Any and all waivers by Ildiva of any provision, condition or requirement of the Agreement will only be effective against Ildiva if it is in writing and signed by an authorized officer of Ildiva, and any such written waiver will not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
ASSIGNMENT/DELEGATION: You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Ildiva for any third party that assumes our rights and obligations under this Agreement. If any part of this Agreement is held by a court of competent jurisdiction to be unenforceable, the validity of the remainder of the Agreement will not be affected. Rights and obligations under this Agreement, which by their nature are intended to survive termination, including without limitation the indemnification and limitations provisions, will remain in full effect after termination or expiration of the Agreement.