Imprint:

MPskin snc.
Via Bolzano 40, 39057 Appiano (BZ), Italy
VAT / TaxN°: IT 03102550211
Mail: info@mpskin.com
Pec: mpskin@pec.it

Terms of Use

Date / Last updated: July 22 / 2021

Please read these Terms of Use (“Terms”) carefully before using the MPskin.com website or any MPskin software, applications, data, imagery, models, functionality and/or services provided to you on, from, or through the MPskin.com website (collectively, the “Service”). Using the Service indicates that you accept these Terms and any policies and guidelines of MPskin incorporated herein by reference. If you do not accept these Terms or such policies or guidelines, you may not use the Service.

 

1. General

1.1. The Service is owned and operated by MPskin snc., (“MPskin,” “we,” “our” and “us”). MPskin reserves the right to revise any of these Terms in our sole discretion at any time and without prior notice to you by updating this posting, such changes to be effective prospectively. Thus, you should visit this page periodically for changes. If you disagree with any changes to any of these Terms, your sole remedy is to discontinue your use of the Service. Your continued use of the Service after a change has been posted constitutes your acceptance of the change thereafter.

1.2. Upon requesting one of our plans, you will be asked to carefully read and accept these terms of use. Furthermore, you will be separately asked to accept specific provisions according to art. 1341 Civil Code.

1.3. This contract will be concluded on the value date of the first payment made by the Customer.

2. Subject-matter of the contract

2.1. By accepting these Terms Of Use and making the first payment, you (or “the Customer”) will enter into a paid licensing agreement for the temporary use of our software/service, as described on our website. MPskin grants you a non-exclusive, non-transferrable and non-sublicensable license to use the software/service solely for your internal operations. By requesting one of our plans (“Basic”, “Business” or “Pro”, or other plans that might be offered in the future to the general public or to a single customer) and accepting these General Terms of Use, you declare that you have fully understood and accepted the contents of the software provided, as well as the scope of the services rendered under this agreement.

3. Duration of the agreement

3.1. MPskin offers a monthly or yearly plan. When requesting one of our plans, you will be asked to expressly state your preference between the two options. As a consequence, the agreement will have either a month-long (equals 30 days from payment) or a year-long (equals 365 days from payment) duration and the respective provisions will apply.

3.2. The monthly license agreement entered into by accepting these Terms of Use and making the first payment shall remain in effect for the duration of 30 days upon payment and will be automatically renewed, from month to month, for the duration of one month (equals 30 days) respectively, unless terminated by the Customer or by MPskin with 15 days’ notice prior to the end of the respective month-long term.

3.3. The yearly license agreement entered into by accepting these Terms of Use and making the first payment shall remain in effect for the duration of one year upon payment and will be automatically renewed, from year to year, for the duration of one year (equals 365 days) respectively, unless terminated by the Customer or by MPskin with 30 days’ notice prior to the end of the respective year-long term.

3.4. Should the Customer avail themselves of the right to terminate this Agreement pursuant to this art. 3, notice shall be sent exclusively to the following e-mail address: support@mpskin.com.

3.5. Should MPskin avail themselves of the right to terminate this Agreement pursuant to this art. 3, notice shall be sent to the e-mail address provided to MPskin by the Customer when registering for the Service.

4. Price and Payment

4.1. The Customer shall pay the Price in accordance with the payment plan set forth on our website. Payment shall be made in full without any right of set-off or deduction during the ordering process via credit card, Paypal or Stripe. Payment is made in advance for the licensing period to come. In case of renewal of the duration of this agreement, the owed amount will be automatically charged to the payment method used for the first payment. The Customer is responsible for any applicable sales or VAT taxes payable with respect to this agreement. MPskin will invoice the paid amounts within 7 days of the value-date of the respective payment.

4.2. Failure to make payment in accordance with this agreement shall grant MPskin the right to unilaterally terminate this agreement. To this effect, should payment not be made on time and without valid and timely termination of this agreement by one of the parties pursuant to articles 3.2 or 3.3., MPskin will immediately send the Customer an injunction. Should payment not be made in full within 15 days of said injunction, this agreement will be terminated and the service will be deactivated.

4.3. MPskin reserves the right to make price adjustments for the service rendered under this agreement. In this case, MPskin shall inform the Customer of the new prices at least 15 days prior to the renewal of the monthly plan and 30 days prior to the renewal of the yearly plan. Should the Customer not agree with the new prices, he has the right to unilaterally withdraw (in writing) from this agreement at any time prior to the renewal of the respective plan. In case of withdrawal pursuant to this article, all data uploaded to MPskin’s servers by the Customer will be erased and the Customer hereby waives their rights to claim damages or refunds for whatever reason or title.

4.4. In case of termination of this agreement for whatever reason or title, the price already paid by the Customer will not be refunded and the Customer hereby waives their right to claim such a refund.

5. Prohibited Activities

5.1. In using the Service, you must not:
• send, post, upload or otherwise transmit to or through the Service any imagery, text or other content that is unlawful, infringing, harmful, harassing, defamatory, threatening, hateful, discriminatory, violent, fraudulent, vulgar, pornographic, or otherwise objectionable in any way;
• misrepresent your identity or affiliation in any way;
• collect information about others;
• advertise or solicit the sale of any product or service (unless you have a separate agreement to do so with MPskin) or distribute spam;
• interfere with the operation of or damage the Service;
• violate any applicable laws or regulations; or
• assist or permit any persons in engaging in any of the activities described above.

6. User-Submitted Information and unsolicited ideas

6.1. In using this Service, you must exercise caution, good sense and sound judgment. You are solely responsible for any material you transmit to or through the Service (or to us through email). You agree, represent and warrant that any information you transmit to or through the Service (or to us through email) is truthful, accurate, not misleading and offered in good faith, and that you have the right to transmit such information. MPskin has the right, but not the obligation, to monitor all conduct on, and content submitted to, the Service.

6.2. For any such material that you submit, particularly regarding material provided by or pertaining to third parties, you represent and warrant that: (a) you have the right to submit the material to MPskin and grant the licenses as defined below under article 5.4.; (b) MPskin will not need to obtain licenses from any third party or pay royalties to any third party; (c) the material does not infringe any third party’s rights, including intellectual property rights and privacy rights; and (d) the material complies with these Terms and all applicable laws.

6.3. MPskin does not accept or consider unsolicited ideas, concepts or know-how, including ideas for new products or technologies (collectively “Submissions”). You must not transmit any Submissions to or through the Service that you consider to be confidential or proprietary. Any Submissions that you transmit to or through the Service will be considered non-confidential and non-proprietary.

6.4. For any materials or unsolicited ideas or you might submit, you grant MPskin an unrestricted, irrevocable, perpetual, transferable, sublicensable, worldwide and royalty-free license to use, reproduce, display, publicly perform, transmit and distribute any such submissions, without payment to you or others.

7. Proprietary rights and Use of the Service

7.1. The Customer acknowledges and agrees that the copyright, patent, trade secret, and any other intellectual property rights of whatever nature regarding the Service, including the Software, Documentation, Specifications, as well as images and digital 3D model information available for viewing in the MPskin Viewer are and shall remain the property of MPskin (and/or Matterport) and nothing in this agreement can be construed as transferring any aspects of such rights to the Customer or any third party. The “MPskin Viewer” means any functionality or application on the MPskin website that displays 3D models and related content. Except as set forth in art. 7.3. the use on any website or other environment of any material available on or through the Service is strictly prohibited. MPskin and/or Matterport owns all right, title and interest (including all associated intellectual property rights, in each case whether registered or unregistered, and related goodwill) in and to the Service. MPskin reserve all rights in and to the Service not expressly granted to you in these Terms.

7.2. No portion of the Service may be copied, reproduced, republished, modified, used to create derivative works from, decompiled, reverse engineered, disassembled, uploaded, posted, transmitted, exploited, or distributed in any way without the prior written permission of MPskin (other than as needed for your computer or device to interface with the Service). You also agree not to access the Service through any technology or means other than through the pages of the MPskin website, the MPskin Viewer, or other explicitly authorized means MPskin may designate. If you use the MPskin Viewer on your website, you may not modify, build upon, hide, or block any portion or functionality of the MPskin Viewer, including but not limited to links back to the MPskin website. Any use of the MPskin Viewer on your website will be subject to these Terms. You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any portion of the Service or enforce limitations on use of the Service or the content therein. Any unauthorized use or modification of any of the materials available on the Service is a violation of the copyrights and other proprietary rights of MPskin. Written permission for any such unauthorized use or modification must be obtained from MPskin in advance; such requests should be submitted via an email to support@MPskin.com.

7.3. Subject to the proprietary rights laid out in art. 7.1 and 7.2., the Customer is hereby authorized (and encouraged) to do any of the following, on a revocable, non-exclusive, non-transferrable basis: Use the functionality of the MPskin website and view any content available on the MPskin website through the functionality included in the website;
Link to any page of the MPskin website, including on any of your websites or blogs or through any of your social networking outlets;
Utilize the “screenshot” functionality of the MPskin Viewer, to the extent it is available, to create copies of the images as they are displayed on the screen, and post or otherwise share those images—without removing any Matterport or MPskin logo or watermark or making any other modification to the image—via any of your websites or blogs or through any of your social networking outlets;Link to any 3D model available on the MPskin website;
Display any such 3D model on your website by embedding the MPskin Viewer.

8. Trademarks

8.1. All trademarks, service marks, logos and trade names on the Service, whether registered or unregistered, including but not limited to “MPskin,” are proprietary to MPskin or to other companies where so indicated. You may not reproduce, download or otherwise use any such trademarks, service marks, logos or trade names (other than as needed for your computer or device to interface with the Service) without the prior written consent of the appropriate owner thereof.

9. Links to Other Websites

9.1. For your convenience, the Service may contain links to other websites. If you use these links, you will leave the Service. Some of these linked websites may make use of MPskin’s intellectual property rights (such as copyrights, trademarks, service marks, logos and trade names) under license from MPskin. MPskin is not responsible for the availability or content of these other websites or for any viruses or other damaging elements encountered in linking to a third-party website, whether or not MPskin is affiliated with the owners of such websites. In addition, providing links to these websites does not entail endorsement or approval by MPskin of the organizations running these third-party websites, their products or services. Except for any MPskin property or content embedded in any third-party website, these Terms do not apply to any third-party website.

10. International use

10.1. The Service is controlled and operated by MPskin from its offices within the Province of Bolzano, State of Italy. MPskin makes no representation that materials available on the Service are appropriate or available for use in other locations. Those who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent such laws are applicable. Access to the Service from jurisdictions where the contents of the Service are illegal or penalized is prohibited. By using information or software from the Service, you represent and warrant that you are not located in, domiciled in, a resident of, controlled by the government of, or organized under the laws of any country or region on any such list.

11. Termination for nonfulfillment

11.1. This agreement will be terminated with immediate effect pursuant to article 1456 Civil Code in case you should fail to fulfil your contractual obligations entered into under articles 4.2., 5.1., 6, 7, 8, 15, 18.

11.2. In case of termination pursuant to art. 11.1., all data uploaded to MPskin’s servers by the Customer will be erased and the Customer hereby waives their rights to claim damages or refunds for whatever reason or title.

12. Condition subsequent

12.1. The parties hereby acknowledge that MPskin has entered into a Commercial Partner Agreement with Matterport (“Matterport Commercial Partner Agreement”), by which Matterport has agreed to provide MPskin with the necessary tool “Matterport SDK/API”, in order for MPskin to be able to provide the service described in this agreement to its Customers and is therefore considered closely interconnected with this agreement.

12.2. The parties agree that the termination of the “Matterport Commercial Partner Agreement”, for any reason or title with no exception whatsoever, shall be defined as a condition subsequent pursuant to art. 1353 Civil Code to this agreement, which shall therefore be considered terminated if the presently defined condition subsequent should arise.

12.3. In case of termination pursuant to art. 12.2., all data uploaded to MPskin’s servers by the Customer will be erased and the Customer hereby waives their rights to claim damages or refunds for whatever reason or title.

13. Disclaimer

13.1. The materials and functionalities available on the Service are provided “as is” and without warranties of any kind. To the fullest lawful extent, MPskin disclaims, on behalf of itself and its affiliates and licensors, all warranties, express or implied, including but not limited to merchantability, fitness for a particular purpose and non-infringement.

13.2. In particular, MPskin does not warrant that the functions on the service will be uninterrupted or error-free, that defects will be corrected, or that the service will be free of viruses or other harmful components. MPskin does not make any representations or warranties regarding the use or the results of the use of the provided Service in terms of its correctness, accuracy, reliability, results to be achieved, or otherwise.

13.3. The Customer hereby acknowledges that their data uploaded during the use of the Service provided is stored on MPskin’s servers provided by a third party. State of the art equipment and the necessary caution and diligence in choosing a first-tier service provider notwithstanding, damage to or loss of the Customer’s data due to theft, technical error, fire, or other acts of god cannot be excluded. MPskin does not make any representations or warranties regarding the storage of the Customer’s data and cannot be held liable for damages due to any reason or title with regards to the damage or loss of said data.

13.4. Under no circumstances, except for intent and gross negligence, shall MPskin be held liable for any consequential, exemplary, punitive, special, incidental or other indirect damages that might be claimed by the Customer in relation to the use of the Service/Software provided under this agreement.

14. Indemnification

14.1. You will indemnify, defend, and hold harmless MPskin, its affiliates, and their respective directors, officers, employees, and agents, from and against any claim, demand, action, class action, investigation or other proceeding, including but not limited to all damages, losses, liabilities, judgments, costs and expenses arising therefrom, brought by any third party that is based on, or arises out of: (a) your activities on or use of the Service; (b) your violation of any of these Terms of Use; or (c) any allegation that any material you submitted to MPskin violates any law or infringes any third party right, including any intellectual property or privacy right. You shall not settle any Claim unless such settlement completely and outright releases MPskin from all liability with respect to such Claim or unless MPskin consents to such settlement in writing.

14.2. Regarding third parties’ personal data you may upload to our servers, you will indemnify and hold harmless MPskin of any claim that may be brought against us by the data subject in relation to any violation of their rights under GDPR 679/2016, as described in art. 16.2.

14.3. Regarding any works, ideas, or content in general, as better defined in article 6, which you might upload to our servers during the use of the Service, you will indemnify and hold harmless MPskin of any claim that may be brought against us by a third party that might claim that uploading said content, for whatever reason or title, constitutes an infringement of their rights.

15. Site Security

15.1. You are prohibited from violating, or attempting to violate, the security of the Service, including without limitation to conduct a denial of service attack or other attack. Any such violation may result in criminal and/or civil proceedings against you. MPskin will investigate any alleged or suspected violation and if a criminal violation is suspected, we will cooperate with law enforcement agencies in their investigations.

16. Privacy

16.1. Personal information about you provided through the Service is processed, in accordance with GDPR 2016/679, as described in MPskin’s privacy policy, accessible on our website. As further provided in our privacy policy, MPskin (as “data controller”) and its service providers may collect and use personal information and technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals—to facilitate the provision of the Service to you. Through your use of the Service, you consent to the collection and use (as set forth in the privacy policy) of information we and our service providers collect from you, including the transfer of this information within and between Italy and/or other countries for storage, processing, and use by MPskin, its affiliates and service providers, and third parties with which it has strategic relationships.

16.2. Regarding the personal data of third parties you (as “data controller”) may upload to our servers during the use of our Service, you warrant and represent that said data is processed by you in accordance with GDPR 2016/679, that you have duly informed the data subject of said intended use of their personal data and that the data subject has given their consent. MPskin, as “data processor”, implements appropriate technical and organizational measures in such a manner that processing will meet the requirements of GDPR 2016/679 and ensures the protection of the rights of the data subject. By accepting these Terms of Use, you give us (MPskin, the “data processor”) general authorization to engage other processors. MPskin shall inform you of any intended changes concerning the addition or replacement of other processors. In particular, you specifically authorize MPskin to engage “Matterport Inc.” as another processor.

17. Policy Regarding Third-Party Copyrights

17.1. MPskin respects the intellectual property of others, and we ask our users to do the same. MPskin will promptly remove materials from the Service if properly notified that the materials infringe on a third party’s copyright.

17.2. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide MPskin’ copyright agent or support agent with the following information: (a) a description of the copyrighted work or other intellectual property that you claim has been infringed; (b) a description of where the material that you claim is infringing is located on the Service; (c) your address, telephone number, and email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on behalf of the copyright or intellectual property owner; and (f) your electronic or physical signature. You may submit this information to MPskin’ copyright agent or support agent by email at support@mpskin.com or by mail to: MPskin snc., Via Bolzano 40, 39057 Appiano (Italy). MPskin may disclose any communications concerning the Copyright or other intellectual property complaints with third parties, including the users who have posted the allegedly infringing material.

17.3. If you believe that your material is not infringing or has otherwise been removed by mistake, please provide MPskin with a written counter-notification containing the following information: (i) your name, address, and telephone number; (ii) a description of the material that was removed and the location on the Service where it previously appeared; (iii) a statement that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; (iv) a statement that you consent to the jurisdiction of the State of Israel, and that you will accept service of process from the person who filed the original Copyright Act notice or an agent of that person; and (v) your electronic or physical signature. You may submit this information by the methods described in the prior paragraph. Please note that we will send any complete counter-notifications we receive to the person who submitted the original Copyright Act notice. That person may elect to file a lawsuit against you for copyright infringement. If we do not receive notice that a lawsuit has been filed within ten (10) business days after we provide notice of your counter-notification, we will restore the removed materials. Until that time, your materials will remain removed.

17.4. Please note that if you fail to comply promptly with the foregoing requirements or any request from MPskin for additional information, your Copyright notice or counter-notification may not be processed further.

18. Exclusive rights

18.1. You hereby acknowledge that MPskin has entered into an exclusive licensing agreement with a single company for the territory of Trentino-Alto Adige (Italy) and the Service cannot be rendered to a second company established or operating in said territory. If you are planning on employing MPskin’s service in said territory, you are not allowed to request the Service and, if you should nevertheless do so, this agreement shall be terminated pursuant to art. 1456 Civil Code.

19. Wind-down period

19.1. MPskin reserves the right to cease operations at any given time in the future. To this effect, MPskin will inform all Customer of their intention with due notice. Subject to the provisions of art. 12, MPskin hereby represents that their servers will be up and running for 36 months following said notice and that the Customers will be able to use the service for said period of time in order to find a suitable alternative. The Customer hereby acknowledges that during the wind-down period MPskin will not provide any technical support.

19.2. At the end of the wind-down period, all data uploaded to MPskin’s servers by the Customer will be erased and the Customer hereby waives their rights to claim damages or refunds for whatever reason or title.

20. Final provisions

20.1. Governing Law and Jurisdiction
These Terms shall be governed by the law of the State of Italy. Any claim or litigation arising under these Terms will be heard solely by the court of Bolzano/Italy.

20.2. Severability
If any provision of these Terms is unlawful, void, or for any reason non-enforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. The parties agree to cooperate in good faith in order to replace the unlawful, void or non-enforceable provision with a valid provision of equal content.

20.3. Entire agreement
These Terms of Use constitute the entire agreement between the parties relating to the subject matter. No amendment of any provision of these Terms shall be effective unless made in writing.

20.4. Assignability
You shall not assign this agreement to third parties without the prior written consent of MPskin. Any attempt by you to assign other than in accordance with this provision shall be null and void.

20.5. Waiver of single provisions
In no case shall a waiver by MPskin of any of your obligations, representations or liabilities entered into in this agreement be deemed a further or continuing waiver of the same or any other obligations, representations or liabilities.

20.6. Communications
Unless otherwise specified, all notices, invoices and other communications required or permitted to be given or made hereunder shall be in writing and: (i) if to MPskin, delivered personally or sent by pre-paid, first class certified or registered mail, return receipt requested or by overnight courier, to MPskin snc., Via Bolzano 40, 39057 Appiano (Italy), Attn: Legal Notices; or (ii) if to you, by email (support@MPskin.com) or by posting on the Service.

Pursuant to art. 1341 Civil Code, the Customer hereby states to have carefully read and fully understood, and therefore explicitly accepts, articles 3.2. (duration and renewal), 3.3. (duration and renewal), 4.1. (payment without right to set-off), 4.3. (waiver to claim damages in case of termination), 4.4. (waiver regarding the right to refunds), 11.1. (termination for non-fulfillment), 11.2. (consequences of termination for non-fulfillment), 12.3. (consequences of termination for condition subsequent), 13 (disclaimer), 14 (indemnification), 18 (termination for violation of exclusive rights), 19 (unilateral termination, wind-down period and consequences), and 20.1 (jurisdiction) of these Terms of Use. promptly.

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