TERMS AND CONDITIONS
01 August 2018
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCEPTING THEM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE NICOLA APP.
This document contains information explaining your rights to access and use Nicola App (as defined below) and constitutes a binding agreement between you and FACEMETRICS.
- “FACEMETRICS” means FACEMETRICS LIMITED, a company incorporated in Cyprus with registered number HE 383574, located at Ioanni Stylianou, 6, 2nd floor, office 202, 2003 Nicosia, Cyprus.
- “Devices” mean Your and Your family’s computer devices.
- “Nicola App” means parental control application, operated by FACEMETRICS, enabling to monitor the activities taking place on the Devices, on which the application is installed.
- “Intellectual Property Rights“ mean all copyright and rights in the nature of copyright, design rights, patents, trademarks, database rights, applications for any of the above, moral rights, rights in confidential information, know-how, domain names, future intellectual property rights and any other intellectual or industrial property rights (and any licences in connection with any of the same) whether or not registered or capable of registration and whether subsisting in any part of the world.
- "Services" mean services of providing You with Nicola App.
- “T&C” mean these Terms and Conditions as varied and amended by Us from time to time at its sole discretion.
- "You" and “Your” relates to you, the user of Nicola App.
- "We", “Our” and “Us” relates to FACEMETRICS and the companies within the same corporate group.
2. Application of these terms
2.1.1 By using Nicola App, You agree to be bound by these T&C, which shall take effect immediately upon Your first use of Nicola App. If You do not agree to be bound by these T&C then please do not access or use Nicola App.
2.1.2 You further acknowledge that Your failure to comply with these T&C may result in disqualification and/or legal action against You as deemed appropriate and as more particularly detailed below.
2.2 Prevailing terms
2.2.1 The English language version of these T&C shall be the prevailing version in the event of any discrepancy between any translated versions of these T&C.
2.3.1 You fully understand and agree to be bound by these T&C as amended by Us from time to time. We reserve the right to amend these T&C or any part thereof at any time. If we make such amendment We will place a notice of such change in Nicola App. It is Your responsibility to check these T&C from time to time to ensure that You agree with them and Your continued use of Nicola App will be deemed to be Your acceptance of any amendments to these T&C. If You do not accept these T&C following an amendment, do not start or continue to use Nicola App.
2.3.2 We reserve the right to suspend, discontinue, modify, remove or add any features or functionalities in Nicola App, temporarily or permanently, in its absolute discretion with immediate effect and without an obligation to provide You with notice and We shall not be liable in any way whatsoever for any loss suffered as a consequence or any decision made by Us in this regard.
3. Usage requirements
3.1 To use Nicola App You do not need to open an account or otherwise register within the App.
3.2 You can install Nicola App and use it for free. However, You are responsible for all device usage charges (including but not limited to data and text messaging charges) that You may incur while using Nicola App.
3.3 We do not guarantee that Nicola App can be used on any particular device or with any particular service plan.
5. Grant of Licence / Intellectual Property
5.1 All copyrights, trade secrets, patents, and other Intellectual Property Rights in and to Nicola App, including its interface, design, features and functionality belong to FACEMETRICS or Our respective licensors. You do not gain any rights to Nicola App due to using it.
5.2 Subject to Your compliance with these T&C, We grant You a personal, non-transferable and non-exclusive right to use Nicola App for Your personal, non-commercial use and not for resale or further distribution. Your right to use Nicola App is limited by the terms set forth in these T&C.
5.3 As a part of the Services, FACEMETRICS may make available to You various content via Nicola App, including any reading and statistics materials, logos, trademarks, images, news articles and any other content (“Content”). The Content is the property of FACEMETRICS or Our suppliers, and You do not gain any rights to the Content due to using Nicola App. Subject to Your compliance with these T&C, We grant You a limited, non-exclusive, non-transferable license, without the right to sublicense, to access and view the Content available via Nicola App.
5.4 Under no circumstances may You use the Intellectual Property Rights in Nicola App or the Content without the prior written consent of FACEMETRICS and the copyright owner.
5.5 Except as otherwise explicitly provided in these T&C, expressly permitted by applicable law or provided in license terms governing third-party software used within Nicola App, You are not permitted to, and You agree not to permit or authorize others to:
- copy, modify, adapt, reverse engineer, create derivative works from Nicola App, the Content or any part thereof, or any copy, adaptation, transcription, or merged portion of them;
- decode, disassemble, decompile or otherwise translate or convert Nicola App or the Content;
- distribute, publicly display and broadcast Nicola App or the Content;
- sell, transfer, loan, lease, assign, rent, or otherwise sublicense Nicola App, the Content or Your access to Nicola App;
- use Nicola App or the Content for any purpose other than Your personal use;
- remove, alter, or obscure any copyright, trademark, attribution and any other proprietary notices from Nicola App or the Content.
6. Legal use restrictions
6.1 It is Your sole responsibilities to ensure that at all times You comply with the laws that govern You and that You have the complete legal right to use Nicola App.
6.2 You cannot use Nicola App unless You are less than 18 years old.
6.3 Any use of Nicola App is at Your sole option, discretion and risk. By using Nicola App, You acknowledge that You do not find the Services to be offensive, objectionable, unfair, or inappropriate in any way.
6.4 As a condition of Your use of Nicola App, You warrant and undertake that You shall not use or access Nicola App for any unlawful purpose under any law that is applicable to You or that is prohibited by or in breach of these T&C. In particular (and in addition to all other representations and warranties set out in these T&C) You warrant as a condition of use of Nicola App that:
- 6.4.1 You are 18 years old or older;
- 6.4.2 You are the owner of the Devices You are monitoring using Nicola App or You have authorisation of the owner of such Devices to monitor them using Nicola App;
- 6.4.3 You have received all the necessary express consents from users of the Devices (or their parents or lawful guardians, if required) for using Nicola App on such Devices;
- 6.4.4 You do not infringe any third-party rights by using Nicola App on the Devices such third-parties use;
- 6.4.5 You are using Nicola App and Content solely for Your own personal use;
- 6.4.6 You are acting in Your own legal capacity and not on behalf of another person or company;
- 6.4.7 You will not conduct criminal or other unlawful activities through Nicola App and You shall not allow other persons to use Nicola App installed on the Devices for any unlawful activities under any law applicable to You or Us;
- 6.4.8 You will not solicit or in any way seek to obtain any information, including personally identifiable information, relating to other users;
- 6.4.9 You will not intercept or monitor, damage or modify any communication which is not intended for You;
- 6.4.10 You will not upload or distribute any software program, file or data that contains viruses, spiders, robots, worms, trojan-horse or any code or instructions which are corrupted or may negatively affect the operational performance of Nicola App;
- 6.4.11 You will not impact or attempt to impact the availability of the Services, with a denial of service (DOS) or distributed denial of service (DDoS) attack or use Nicola App in a way that could damage, disable, overburden, or impair its functioning;
- 6.4.12 You will not attempt to modify, decompile, reverse-engineer or disassemble Nicola App in any way;
- 6.4.13 You will not initiate and/or engage in surveys, contests, chain letters or post/transmit "junk mail", "spam" or any unsolicited mass dissemination of email against (or relating to) Us or other users;
- 6.4.14 You will not interfere with any other party's use and enjoyment of Nicola App;
- 6.4.15 You will not submit, post, upload or grant Us access to any information or material that infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, or other Intellectual Property Rights;
- 6.4.16 You will not encourage or promote any activity that violates these T&C.
7. Responsibility for use of Nicola App
7.1 You are responsible for restricting access to Your user control panel in Nicola App, in particular for maintaining the confidentiality of Your pin-code for the panel.
7.2 You are responsible and liable for all activities that take place through Nicola App installed on Your Devices, whether or not You are the individual who undertakes such activities.
7.3 We will not be liable for any loss that You may incur as a result of someone else using Nicola App installed on the Devices, either with or without Your knowledge. In addition, You may be held liable for any losses incurred by Us or another party due to someone else using Nicola App installed on the Devices.
8. Disclaimers and Limitation of Liability
8.1 Under no circumstances, including negligence, shall We be liable for any damages or losses, without limitation, that are deemed or alleged to have resulted from or caused by the Services, including without limitation delays or interruptions in operation or transmission, communications, lines failure, any person's use or misuse of Nicola App or the Content, viruses or bugs in Nicola App, any errors or omissions in the Content, or any loss or damage of any kind incurred as a result of the use of the Content. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NICOLA APP AND CONTENT ARE PROVIDED TO YOU "AS IS" AND WE PROVIDE YOU WITH NO WARRANTY OR REPRESENTATION WHATSOEVER, EXPRESSED OR IMPLIED, REGARDING THEIR QUALITY, SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, FITNESS FOR PURPOSE, COMPLETENESS OR ACCURACY.
8.2 You agree that the Content displayed via Nicola App is provided for information purposes only and You must evaluate, and bear all risks associated with, the use of such Content, including any reliance on the accuracy, completeness, or usefulness of such Content. We shall not be responsible or liable for any decisions You make based on such Content.
8.3 For the avoidance of doubt, We further disclaim any and all warranties, representations and responsibilities in respect of any aspect of the Services which may be provided by third parties, including but not limited to telecommunication providers, and shall not on any account be liable for any default, breach or inaction of such third party partners.
- To the maximum extent permitted by applicable law, under no circumstances, including negligence, shall We, Our related corporations, shareholders, affiliates, partners, officers, employees and agents be responsible or liable for any damages, losses or expenses, including without limitation direct, indirect, consequential or special damage or economic loss arising from or in connection with Your access, loading, installation or use of Nicola App regardless of whether We have been advised of such a possibility or not. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED EURO (EUR100.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
8.4 You hereby acknowledge and agree that all disclaimers and exclusions of liability contained in these T&C represent a fair and reasonable allocation of the risks and benefits of these T&C, taking all relevant factors into consideration. You further agree that these disclaimers and limitations shall be enforceable to the extent permitted by applicable law.
9. Links to websites
9.1 Nicola App may, from time to time, contain links to websites, which are outside of Our control and are not covered by these T&C. If You access the websites using the links provided, You will have to comply with relevant terms and condition of such websites. We do not accept any responsibility or liability for using the services provided on the websites, which You may access through links contained in Nicola App.
9.3 We are providing the links to websites to You only as a convenience, and the inclusion of any link does not imply endorsement by Us of its operators.
10. Breach of T&C and Indemnity
10.1 Without prejudice to any other rights contained in these T&C, if You breach in whole or in part any provision contained in these T&C We reserve the right to take such action as We see fit, including terminating these T&C, immediately blocking Your access to Nicola App, and/or taking legal action against You.
10.2 You agree to fully indemnify, defend and hold harmless Us and Our shareholders, directors, employees, officers, licensees, licensors, affiliates and subsidiaries from and against all claims, demands, liabilities, damages, losses, costs and expenses, including legal fees and any other charges whatsoever, however caused, that may arise as a result of:
- Your breach of theses T&C, in whole or in part;
- violation by You of any law or any third party rights, including Intellectual Property Rights;
- use by You of Nicola App or use by any other person accessing Nicola App installed on the Devices, whether or not with Your authorisation.
11. Governing Law
11.1 These T&C and any matters relating hereto shall be governed by, and construed in accordance with, the laws of England and Wales regardless of Your location. Each party irrevocably agrees that the relevant courts of London shall have the exclusive jurisdiction in relation to any claim, dispute, or difference concerning these T&C and any matter arising therefrom and irrevocably waives any right that it may have to object to an action being brought in those courts, or to claim that the action has been brought in an inconvenient forum, or that those courts do not have jurisdiction. Your use of Nicola App may also be subject to other local, state, national, or international laws.
11.2 We and You each agree that if You are a user of Nicola App located in the United States or Canada, each of We and You may bring disputes against the other only on its or Your own behalf, and not on behalf of any other person or entity, or any class of people. We and You each agree not to participate in a class action, a class-wide arbitration, disputes brought in a private attorney general or representative capacity, or consolidated disputes involving any other person or entity in connection with any dispute.
12. Term and Termination
12.1 These T&C come into force from the moment of Your first use of Nicola App.
12.2 You may terminate these T&C at any time by sending Us a written notice of the termination or You may simply delete Nicola App.
12.3 After termination of these T&C for any reason whatsoever any rights, obligations and/or liabilities accrued before the date of termination shall continue in force until their full completion.
12.4 You acknowledge and agree that We are authorized to block Your access to Nicola App for any violation of these T&C.
12.5 Further, We may, in our sole discretion, terminate these T&C and block Your access to Nicola App with immediate effect at any time by sending a notice to You, unless circumstances dictate that We legally or practically cannot do so. You acknowledge, that We are not obliged to explain You the reasons for terminating these T&C and Your access to Nicola App.
12.6 Upon termination, You shall cease all use of Nicola App, and destroy all copies, full or partial, of Nicola App.
13.1 You shall not assign, charge or otherwise transfer Your rights and/or obligations under these T&C (or purport to do so) without Our prior written consent. We reserve the right to assign these T&C, in whole or in part, at any time without further notice to You.
13.2 If a provision of these T&C is or become illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability in that jurisdiction of any other provision hereof or the validity or enforceability in other jurisdictions of that or any other provision hereof.
13.3 All provisions of these T&C which by their nature extend beyond the expiration or termination of these T&C, including, without limitation, the sections relating to legal use restrictions, prohibited activities, dispute resolution, will continue to be binding and operate after the termination or expiration of these T&C.
13.4 The headings in these T&C are for reference only and do not affect the construction or interpretation of any provision.
13.5 If We fail or delay the performance of any obligation under these T&C due to the reasons of the occurrence of events which are beyond Our control, including, but not limited to acts of God, government restrictions, wars, insurrections, transmission or system failures, failure or interruption in the provision of telecommunications or broadband services and failure or shortage of power supplies or equipment, such failure or delay does not constitute a breach of these T&C.
13.6 Neither failure nor delay on the part of Us to exercise any right, remedy, power or privilege hereunder shall operate as a waiver thereof, or of the exercise of any other right, remedy, power or privilege.
13.7 Nothing in these T&C shall create or confer any rights or other benefits in favour of any third parties not party to these T&C.
13.8 Nothing in these T&C shall create or be deemed to create a partnership, agency, trust arrangement, fiduciary relationship or joint venture between You and Us.
13.9 These T&C constitutes the entire understanding and agreement between Us and You regarding the Services and supersedes any prior agreement, understanding or arrangement between Us and You.
14.1 Please email Us at firstname.lastname@example.org with any questions You have about these T&C.