General Term of Use of the services provided by Catapush Srl to own Customers


1 - DEFINITIONS

In the present General Terms and Conditions, the following words and expressions have the meaning hereunder specified:

Agreement” means the present general terms and conditions.

"CATA" means Catapush S.r.l., with registered office in Corso Italia n. 22, 20122 Milan, VAT N. 09203170963.

"Website" means the Internet website www.catapush.com, the content of which represent part and parcel of the present Agreement.

Customer” means any company and/or public entity and/or professional person which uses the Service, for professional purposes only, in accordance with the present Agreement. The Service is not available for consumers, as defined by art. 3 of D.Lgs. 206/05.

Device” means any device (such as smartphones and/or tablets and/or personal computers) owned by the Customer and suitable to run the Software and to allow the Customer to correctly use the Service and have access to the Website.

"Service" means the push and/or pull/two-way notification service, and all relevant features, rendered by Catapush S.r.l. through the Software and/or the Website, as detailed  on the Website

 “Software” means any software developed by CATA (including those developed by CATA in order to be implemented in any electronic application of the Customer) in connection with the Service or in any case used by the Customer for having access to the Service through smartphones and/or tablets and/or personal computer and/or the Website.

Account” means the private area of the Website exclusively connected with the Customer, accessible through a login procedure (by means of a user ID and a password) as detailed  on the Website.

Sign Up Procedure” means the electronic procedure  of creating the Account, which entitles the Customer to have access to certain features of the Service and requires the communication of certain data to CATA as well as acceptance of the privacy policy, as detailed on the Website.

 “User Numbers” means the unique identifying data concerning each individual Customer’s recipients and created directly by the Customer. The Customer can modify them at any time through its own Account by following the Rules.

  “Activation Procedure” means the additional procedure which the Customer must carry out in order to use the Service (except for the Free Tier Package) by providing CATA with data related to payment method (to be chosen among those accepted by CATA) and billing.

Muar” means the monthly unique active recipient, i.e. a single recipient of a push notification message which receives or sends at least 1 push notification message per month thanks to the Push and/or Pull/Two-Way Service

Free Tier Package” means the package which allows the Customer to manage up to 100 MUAR for free (i.e. without any fees for the Service to be paid to CATA). This package lasts 12 months from the date of Sign Up Procedure and is not renewable (i.e. the Customer can activate it once only) and/or concurrent with any other Free Tier Package and/or any other offer provided by CATA.

Push Notification Service Price” means the compensation that the Customer has to pay to CATA, on a monthly basis, for each MUAR to which the Customer sends at least one push notification message, irrespective of the number of push notification messages actually sent to said MUAR during the relevant month. The amount of said compensation will depend on the total amount of MUARs contacted by the Customer during the relevant month, as better specified on the Website.

Minimum Amount Due” means the monthly minimum fee, as indicated on the Website, to be paid by the Customer in order to use the Service - outside the Free Tier Package - to send push notification messages to at least one MUAR. Said amount will not be due by the Customer if no push notification messages are sent to any MUARs during the month in question.

Annual Prepaid Bundle” means the prepaid package  which allows the Customer to have access to the Push Service for one Year by paying in advance to CATA a fixed amount, depending on the estimated number of its MUARs during the relevant Year, to be specified in greater detail on the Website once said option has been effectively activated by CATA.

“Pull/Two-Way Service” means the Service which allows the recipients contacted by the Customer through the Service to send – through the Service itself - a message in order to reply to the Customer’s Content and/or to send a request to the Customer through the Service. Any further costs related to this option are described in greater detail on the Website.

SMS Fallback Option” means the option granted by the Service which allows the Customer to buy certain SMS packages from CATA and/or its commercial partners in order to send Content through the standard SMS services (terminated by recipient’s mobile phone operator) in case the recipient cannot be reached by the Service through the standard Push services.

Content” means any content delivered by Customer to the MUAR through the Service, including the SMS Fallback Option. It also means any content delivered by any MUAR to the Customer through the Two-Way Option.

Rules” means all instructions for correctly using the Service, the Software and all of their functionalities, contained in the Website.

Distinctive Signs” means any registered or unregistered trademarks owned by CATA concerning the word “Catapush”, the domain names www.catapush.com and the company name Catapush S.r.l.

 “Year” means 365 days following the purchase of an Annual Prepaid Subscription.

2 - SCOPE OF APPLICATION OF THE AGREEEMENT AND FUNCTIONING OF THE SERVICE

2.1 The present Agreement shall apply to the use of the Service made by the Customer.

2.2 The Customer acknowledges, accepts and undertakes that the use of the Service necessarily requires the Customer itself to: (i) complete the Sign Up Procedure; (ii) download and correctly install any relevant Software on its own Device and/or integrate any relevant Software in its own electronic application by following the Rules; (iii) create and provide CATA with all the relevant User Numbers by following the Rules; (iv) if necessary, complete the Activation Procedure; (v) follow the Rules in order to correctly use the Service; (vi) be up to date with all the relevant payments; (vii) provide CATA with an active and valid web address, exclusively owned and managed by the Customer, should the Customer wish to enable the Pull/Two-Way Service, as detailed on the Website. The Service will be rendered by CATA only if the Customer fully, regularly and duly complies with the procedures indicated in this paragraph, without the return of any kind of error messages from the Software and/or the Website.

2.3 The Customer acknowledges and accepts that CATA has the right to modify and suspend the Service at any time.

2.4 The Customer acknowledges and accepts to bear all relevant costs arising from the implementation of the Software in any of its electronic applications and/or Device, if any. CATA will not be asked to carry out any activity for said implementation and/or for installing the Software on the Device other than providing the Customer with the Software, if not otherwise agreed between the parties. 

3 - CONSIDERATION AND PAYMENT

3.1 The prompt payment of the  Push Notification Price and/or of the Minimum Amount Due and/or of any Annual Prepaid Bundle and/or of any further costs arising from the Pull/Two-Way Service and the SMS Fallback Option is an essential requirement for using the Service. As set forth in  paragraph 2.2.v) of this Agreement, the Service will be immediately suspended in the case of missing and/or late payment and/or should the Customer provide CATA with invalid or expired or incorrect data of the preferred payment method.

3.2 The Customer may regularly verify, through its Account, the exact number of its MUARs during the current and previous months.  The Customer may also regularly verify, through its Account, any further monthly costs arising: i) from the excess of estimated MUAR for its Annual Prepaid Bundle according to paragraph 3.3; ii) and/or from the use of any further option of the Service such as the Pull/Two-Way Service  and the SMS Fallback Option.

3.3 The Customer acknowledges and accepts that by purchasing the service via the Annual Prepaid Bundle and exceeding the number of MUARs estimated at the time of the purchasing of said Annual Prepaid Bundle, it will also have to pay the Push Notification Price for each extra MUAR. Said extra amount will be automatically charged by CATA to the Customer at the end of every relevant month. Conversely, the Customer acknowledges and accepts that, by sending push notification messages to a lower number of MUARs than initially estimated, it shall not have any right to reimbursement.

3.4 CATA will have the right to change the sum of the Push Notification Price and/or of the Minimum Amount Due and/or of the Annual Prepaid Bundle and/or of any fees related to the Pull/Two-Way Service and the SMS Fallback Option, subject to prior notice through the Website and/or the Account and/or by e-mail. Said change will be effective from the month following the date of CATA’s notice (e.g. if the notice is dated February 2, the change will be effective for the Customer from March 1). Any Annual Prepaid Bundle purchased before this date, will be dealt under the conditions previously in force, with the exception of cases detailed under paragraph 3.3 of this Agreement.

3.5 The Customer will bear any further costs for obtaining from any third parties (e.g. internet service providers, smartphone service providers, mobile operators etc.) access to (and use of) the Service including the relevant costs for the use of the technical instruments necessary to use the Service. The Customer acknowledges that CATA shall not be liable for any such costs.

3.6 The Customer acknowledges and accepts that the Pull/Two-Way Service and the SMS Fallback Option could imply further costs other than the Push Notification Price and/or the Minimum Amount Due and/or the Annual Prepaid Bundle) as detailed on the Website. The Customer also acknowledges and accepts that additional services and options e.g. the SMS Fallback Option,..  are not available in case of Free Tier Package.

4 - FURTHER UNDERTAKINGS OF CATA

4.1 After the payment of any amount due by the Customer, CATA shall send to the Customer by e-mail a web link to a page which will include: (i) the detailed indication of the amount paid by the Customer, the itemization of said amount (e.g. the Push Notification Price and/or the Minimum Amount Due or the purchase of an Annual Prepaid Bundle…), the form of payment chosen by the Customer and applicable taxes if any; (ii) the invoice for the Service, as well as other receipt or payment record required by current regulations on fiscal matters.

5 - FURTHER UNDERTAKINGS, WARRANTIES AND LIABILITY OF THE CUSTOMER

5.1 The Customer undertakes to protect under maximum level of confidentiality and not to transfer or communicate to any third party username, password and any other data connected with its Account and/or User Number. The Customer acknowledges that it is solely responsible for maintaining the confidentiality and security of the Account, and for all activities that occur on or with its Account. The Customer undertakes to immediately notify CATA of any security breach of its Account. CATA shall not be liable for any losses arising out of the unauthorized use and/or misuse of the Customer’s Account. Therefore the Customer will be liable for any damages that will occur to CATA or any other third party and arising from any use of its Account by any third party and/or any misuse made by the Customer itself.

5.2 The Customer warrants that all the relevant data which it provides to CATA during the Sign Up Procedure and the Activation Procedure are true, correct, owned by and referred to the Customer itself. The Customer undertakes to maintain said data updated at all times. CATA shall not be liable for the incorrectness of said data. The Customer also undertakes to hold harmless CATA on this specific point.

5.3 The Customer acknowledges and accepts that CATA may not have access to its Content, nor shall it  hold a copy of said content, and that CATA is not authorized to supply a copy of it. The Customer is the sole party responsible for the Content, including any Content generated by any recipient, and therefore it undertakes to hold harmless CATA on this specific point. The Customer also acknowledges and accepts that CATA does not initiate the transmission of any Content, does not select the recipient of any information contained in the Content and does not select or modify any information contained in the Content, either manually or automatically.

5.4 The Customer undertakes not to use the Service or let its recipients use the Service, to breach any law and/or to transmit any kind of material that may breach any law or cause any damages to any third party. In particular, the Customer undertakes not to use the Service to send push notification messages for delivering unrequested advertising, spamming, phishing, bombing or equivalent actions and/or to send push notification messages to end-users/recipients who have no relationship with the Customer and therefore it undertakes to hold harmless CATA on this specific point.

5.5 The Customer undertakes not to use the Service or let its recipients  use the Service to through applications or methods other than the Software.

5.6 The Customer agrees that, in the eventuality of any claims made against CATA by the Customer itself and/or its recipients and/or any third party, with reference to the Content or the use of the Service made by the Customer itself, CATA will have the right to immediately stop the Service until such claims are definitively resolved. The Customer explicitly undertakes not to claim damages for the unavailable use of the Service during said period of time.

5.7 The Customer undertakes to inform CATA promptly (within 10 days from the occurrence of the event) of any malfunctioning of the Service as well as of any claim, dispute or procedure initiated by any recipient and/or any third party in connection with the Service. The Customer shall be liable for any CATA’s damages arising from the delay in such communication.

5.8 The Customer agrees to defend, indemnify and hold harmless CATA from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from any Customer: (i) use of and access to the Service; (ii) violation of any term of this Agreement; (iii) violation of any third party right, including without limitation, any intellectual property or privacy right. This defence and indemnification obligation will survive this Agreement and Customer’s use of the Service.

5.9 The Customer declares and warrants that it is a professional operator and it is fully able and competent to use the Software and the Service and to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in the present Agreement, and to comply with the Agreement.

6 - CATAPUSH LIMITATION OF LIABILITY

6.1 The Customer acknowledges and undertakes that the Service and/or its SMS Fallback Option depend upon the operation of electronic devices and of services managed by third parties such as for example electricity providers, internet providers, mobile phone operators and service providers etc. Furthermore the Customer acknowledges and undertakes that it may occasionally experience inefficiency when forwarding the push notification messages (including through the SMS Fallback Option) due to the malfunctioning of services not directly managed by CATA (such as, for example, interruptions or suspensions of electric power supply, interruptions, suspensions or malfunctioning of telephone services, or of Internet services, unavailability or blockage of the service or of PBX of mobile network operators or of the use of a gateway). As far as possible, CATA will try to limit the effect of such inefficiency on the Service and, if possible, to warn the Customer if those problems arise, without being liable for said inefficiency.

6.2 The Customer acknowledges and undertakes that the Service cannot be used if the Customer needs to be certain about the delivery of the push notification messages to the recipients or rather in cases in which a delay in the delivery of said push notification messages may cause any type of damage.

6.3 The Customer acknowledges that CATA may occasionally perform electronic maintenance operations on its own servers and equipment. Furthermore, the Customer acknowledges that if CATA should be forced to interrupt the Service to carry out such operations, it will endeavour to contain the period of interruption and/or malfunctioning of the Service. The Customer is also aware and accepts the fact that Software and applications provided by CATA are subject to the ordinary defective state of any software. Therefore, CATA shall not be liable for any direct or indirect damage or loss of data arising from such cause.

6.4 CATA will not be liable for any damages arising from the fact that the Customer does not have a proper Device suitable to run the Software and/or to exploit the Service.

6.5 The Customer also acknowledges that the Service and the Software are provided “as is” and “as available”. CATA hereby does not warrant, represent or guarantee, whether expressly or by implication, that the Service and the  Software are free of errors or interruptions, always available, fit for any purpose or secure: therefore any further warranties and/or liability of CATA are expressly excluded,.

7 - COMMUNICATIONS - REQUESTS FOR TECHNICAL SUPPORT

7.1 Any Customer requests for technical support and/or communication or claims related to this Agreement and/or the Service must be sent to CATA exclusively by e-mail to the following e-mail address: support@catapush.com.

7.2 CATA will send any communication concerning the Service to the Customer exclusively by e-mail at the e-mail address communicated by the Customer during the Sign Up Procedure.

8 - OWNERSHIP OF THE SOFTWARE

8.1 CATA is the exclusive owner of the Software and of any relevant copyright and/or any other intellectual property right over same. CATA grants the Customer the right to install and use it, free of charge, exclusively for using the Service and only for the life of the Agreement.

8.2 CATA reserves the right at any time to modify the Software. Also said modified Software will be automatically subject to this Agreement.

8.3 The Customer undertakes not to copy, transfer, reverse engineer, alter, modify and elaborate, even partially, the Software and not to use it for any purpose other than those set forth in this Agreement.

9 - DISTINCTIVE SIGNS

9.1 The Customer understands that CATA and/or its controlled companies exclusively own the Distinctive Signs.  

9.2 The Customer undertakes to insert in the homepage of its electronic application CATA’s trademark and the expression “Powered by Catapush” if  the Software is implemented in its electronic applications.

9.3 The Customer represents and warrants that it has not registered or exploited, and undertakes not to register or exploit, during the term of this Agreement and at any time thereafter, trademarks and/or any other kind of distinctive signs identical or similar to the Distinctive Signs or the use of which may amount to an infringement of the Distinctive Signs.

10 – CONFIDENTIALITY

10.1 The Customer undertakes to keep secret all information, without exception, received from CATA under this Agreement. The Customer undertakes also not to use it or use that drawn up or derived from it, directly or indirectly, through third parties and not to transfer, even partially, to said third parties this information, or drawing up or derivation, and shall refrain from any acts or omissions that would reduce the value of such confidential matters to CATA or that would deprive or tend to deprive CATA of its trade secret or other intellectual property protection with respect to such confidential matters.

10.2 The Customer agrees to protect the abovementioned information with care and good faith in the same way as it protects its own confidential information, and will use the strictest internal protection and security standards identical to those used for its own confidential information.

10.3 The Customer agrees to communicate this information only to those employees who require access to it for the purpose of executing this Agreement. In addition, the Customer agrees that the employees receiving such information must respect its confidential nature and use it only for the purposes required by this Agreement.

10.4 The obligation of secrecy will apply even after the Agreement has been terminated and until the information provided by this Agreement is generally known or easily comprehensible to experts and to operators in the field, for reasons due neither directly nor indirectly to the Customer and/or to its employees.

10.5 Following expiration or termination of this Agreement, the Customer upon written request from CATA, shall return all confidential information disclosed by CATA pursuant to this Agreement

11 – MARKETING ACTIVITIES

11.1 Customer expressly allows CATA to: (i) prepare and publish a case study on the Customer's use of the Service; (ii) identify the Customer as CATA’s customer in CATA's press releases (subject to the Customer's reasonable review and approval of any release); and (iii) use the Customer's logo in CATA customer listings on the website. Furthermore the Customer agrees to act as a customer reference (up to a maximum of two telephone calls per year).

12 - TERMINATION OF THE AGREEMENT

12.1 Both parties have the right to withdraw from the Agreement at any time. Should either of the parties exercise its own right of withdrawal, it will inform the other via e-mail as per provision 7 of the Agreement. The withdrawal shall come into effect 10 days after the effective date of said communication. In case of Customer’s withdrawal from the Agreement, there will be no reimbursement rights for the Annual Prepaid Bundle and/or of any Push Notification Price and/or of any further costs arising from the SMS Fallback Option and of the Pull/Two-Way Service already paid by the Customer itself for the Service.

12.2 Pursuant to art. 1456 of the Italian Civil Code, this Agreement shall be terminated, if the Customer breaches any of its undertakings, acknowledgment and warranties under proviso 2, 3, 5, 6, 8, 9 and 10 of the present Agreement. In the event of early termination for breach of the Agreement under this proviso, the Customer shall have no right to any reimbursement for the Annual Prepaid Option and/or of any Push Notification Price and/or of any further costs arising from the SMS Fallback Option and of the Pull/Two-Way Service already paid by the Customer itself, save CATA’s right to claim damages.

13 - EFFECTS OF TERMINATION

13.1 Following termination or withdrawal of this Agreement, CATA shall immediately terminate the Account and the Customer shall immediately and definitively cease any use of the Software, of the Service and of the Distinctive Signs.

14 - ASSIGNMENT OF THE AGREEMENT

14.1 Customer may not in any circumstances assign its Account, this Agreement or any right or obligation of this Agreement (including any right arising from the Annual Prepaid Option or any other right arising from the features of the Service such as the SMS Fallback Option) to any third parties.

14.2 CATA may assign this Agreement (or any right or obligation under this Agreement) to any third parties by communicating in writing said assignment (according to provision 7 of the present Agreement) to the Customer. To this purpose, the Customer henceforth grants its consent to said assignment.

15 - MISCELLANEOUS

15.1 CATA reserves the right at any time to modify this Agreement, to impose new or additional terms or conditions on Customer’s use of the Service. Such modifications and additional terms and conditions will be effective immediately after their communication from CATA to the Client and incorporated into this Agreement. The Customer’s continued use of the Service would be deemed acceptance thereof.

15.2 The total or partial invalidity of any provision of the present Agreement shall not affect the validity of the other provisions.

15.3 If, in the course of the execution of this Agreement, one party does not require the other to comply with any provision of this Agreement or does not take advantage of said provision, such fact shall not be considered as an expressed or tacit waiver of the related right to require the correct implementation of the other party's commitments.

16 - GOVERNING LAW AND JURISDICTION

16.1 This Agreement is governed by and construed in accordance with the laws of Italy.

16.2 The Client and CATA agree that any dispute or claim arising out of or in connection with the Agreement or its subject matter shall be irrevocably submitted to the sole jurisdiction of the Court of Milan. Notwithstanding this, CATA shall be entitled to initiate proceedings against the Customer, also before the court where the Customer has its own registered office.

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