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The terms and conditions set out below have the meaning which follows when they appear in this document, on the understanding that the terms defined in the singular have the same meaning in the plural and vice versa.
“Agreement” means this document.
“Website” means www.justknock.it;.
“Just Knock S.r.l.” is the company known as Just Knock S.r.l. with registered office at Via Cernaia 6, Milan, and VAT no. 08772940964, public certified email firstname.lastname@example.org.
“JK” means the series of services available through the Just Knock S.r.l. website.
“Content” means all the files and information created, shared, loaded or distributed through JK.
“User” means the individual gaining access to JK under the “terms and conditions for the User” contained in annexe B), acting for purposes relating to the business, commercial, craft or professional activities carried out by him or her, if any.
“Idea” means the innovative project which the User believes he/she has developed.
“Company” means an entity using the services of JK and which may be interested in an Idea.
“Rating” is the assessment attributed to the Idea on a numerical scale, on the basis of the methods and criteria laid down byJK.
“Expression of interest”means notice from JK to the User by means of which the Company expresses its interest in assessing a possible agreement between the User and the Company for the development of the Idea.
“Account” is a part of JK whose use is granted to the Company with a view to disclosing its identity within JK and granting it access to a part of the functions of JK. Such access may have to take place following authentication procedures.
JK is a tool based on a thought that's as simple as it is revolutionary. It's based on the firm conviction that, today more than ever, young talents need an outlet to eliminate the difficulties which prevent them from expressing themselves and the companies from listening to them.
It's only by means of those processes that effective collaboration can take place for the creation of development and innovation.
JK is the digital platform which enables the users to create new opportunities by expressing their ideas and having the companies listen to them, in this way making use of the development possibilities brought about by the many innovative visions of young people with talent.
Just Knock S.r.l. therefore merely acts as an intermediary between the Company and the User.
Just Knock S.r.l. informs the Company that, to enable it to use JK,the User has accepted the "terms and conditions for the User" as set out in annexe B) in full.
The Company will be able to create and manage only one Account that is attributable to them.
Through their Account the Company shall enter the following information, which will be seen by the Users and other Companies:
The Company will be supplied with the login credentials relating to their own Account. These credentials, that are to be considered as personal, shall be stored by the Company, which undetake to take all adequate safety measures for the purpose of their preservation. These measures shall be parameterized based on the knowledge acquired, the technical progress, the nature of the information systems, and the characteristic specifications of the same, in order to minimize the risks related to unauthorized use, destruction, theft or loss of the credentials.
The Company undertake to promptly notify Just Knock S.r.l. of any theft, misplacemet or loss of login credentials.
The Company shall enter in their Account the information that are useful to the User to identify any cooperation opportunities with the Company.
In particular, information relating to corporate values, marketed products or the services supplied, shall be entered in specific sections of the Account, as well as the Idea assessment parameters adopted within the Company together with the willingness of the same to start any form of cooperation with the User in specific sectors.
In any event, it is understood that the Company will maintain full and exclusive discretion as to the opportunity to cooperate in any way with the User.
The Company undertake not to disclose to third parties the Idea, of which they have come into possession or knowledge exclusively as a user of JK and/or of the services offered by Just Knock S.r.l.
The Company also undertake not to economically exploit the Idea of which they have come into possession or knowledge exclusively as a user of JK and/or of the services offered by Just Knock S.r.l.
Ideas shall be considered as an exclusive property of the User and cannot be economically exploited, communicated, disclosed, published, broadcasted, used or reproduced by the Company, unless this is strictly necessary to fuflfil the Agreement.
Ideas will be protected by the above mentioned obligation of confidentiality for a period of 5 (five) years starting from the date in which they are communicated through JK.
This applies expressly without prejudice of the possibility for the Company to agree with the User different specific economic exploitation, communication, disclosure, publication, broadcasting and arrangements concerning the use of ideas directly through separate agreements, in which Just Knock S.r.l. cannot and should not be considered as a contractual part or be in any way obliged to any performance whatsoever.
In case of termination of the effects or effectiveness of the Agreement, be they temporary or permanent, absolute o partial - being of no relevance the cause to which such termination is due – The Company is however committed to fulfil this clause correctly within the time limits provided hereunder.
The Company will be able to receive from the User a brief summary of the Idea through the services offered by JK.
In order to allow the Company to assess the Idea and to avoid compromising a possible joint development, it should be noted that the User by accepting the “terms and conditions of use by the User” set out in sub. Annex Bhas undertaken not to make the Idea public – be it in full or in its brief synthesis - as well as not to communicate, disseminate or commercially exploit the same, limited to the period during which the Company has the right to assess the Idea, equal to 30 clear days, starting from the moment when the Company receives a brief summary of the Idea through the instruments offered by JK.
Such brief synthesis of the Idea shall be deemed to have been received at the time when Just Knock S.r.l. makes it available through JK in the Company Account.
Such period having elapsed without the Company having decided to access the Idea in full, the User will be released from the above mentioned bond and will be therefore free to propose the Idea to other Companies, namely to re-propose, disclose, communicate or economically exploit the same.
Contextually to the expiry of the deadline, the brief synthesis will be automatically deleted from the Company Account.
Vice versa, if the Company deem such synthesis to be of their interest, they can access the Idea in full, as well as any contents connected to it. In this case the fees set out in sub. Annex A of the terms and conditions of use by the Company are due to Just Knock S.r.l..
In this case, in order to allow the Company to assess the Idea in full and to avoid compromising a possible joint development, it should be noted that by accepting the “terms and conditions for use by the User” set out in sub. AnnexB the User has undertaken not to make the Idea public - be it in full or in its brief synthesis -, as well as not to communicate, disseminate or commercially exploit it, for a further, independent period of 30 clear days starting from the moment when the Company examines the Idea in full through the instruments offered by JK and the User simultanously receives the relevant communication.
Such period having elapsed, the User will be released from the bond above mentioned and will be therefore free to propose the Idea to other Companies, namely to re-propose, disclose, communicate or economically exploit it.
In any case, it is recalled that in case of access to the Idea – whether in full or in its brief synthesis – the Company shall respect the non-disclosure obligation of the same under art. 3.4 of the Agreement.
Following the Expression of Interest and the first contact with the User, the Company can propose the latter an interview in order to know more in depth the Idea and the User himself, as well as to assess with the User the opportunities for cooperation.
Following the interview, the Company and the User can independently stipulate specific cooperation agreements aimed at developing the Idea, in which Just Knock S.r.l. cannot and should not be considered as a contracting party or in any way obliged to any performance whatsoever. The negotiation of such separate agreements - which can regulate the rights scheme based on what has been achieved, as well as provide specific indemnities also with regard to the originality and authorship of the Idea and contain any other provision that the User and the Company will deem to regulate - cannot be conducted by using JK.
To be registered with their own Account on the Site and to be able to freely use the services offered by JK the Company must pay JK a registration fee equal to the amount specified in sub. Allegato A of these “terms and conditions of use by the Company.
If the Company want to analize the Idea – in its full version – and any Contents relating to the same they must pay Just Knock S.r.l. the amount set out in sub. Allegato A of these “terms and conditions of use by the Company.
The Contents, works and materials published or in any case contained in JK – including, merely by way of example, the trademarks, logos, images, photographs, notices and documents in general reproduced therein, in addition to the applications software and codes used to implement JK – are the sole property of Just Knock S.r.l., or are used on the basis of the authorisation or licence granted to it by the proprietor. The Company may exploit such materials only when it is strictly necessary to do so for the correct use ofJK. Any other form of exploitation of such materials is strictly forbidden, irrespective of the purpose thereof, without the prior consent ofJust Knock S.r.l.
Just Knock S.r.l. will accept no liability whatsoever for any damage sustained by the Company and/or third parties as a direct or indirect result of failure to comply in full with the terms of the Agreement.
Just Knock S.r.l. will accept no liability whatsoever for any damage sustained by the Company and/or third parties as a result of failure on the part of the User to comply with the “terms and conditions for the User”, as set out in Annexe B), in whole or in part.
Just Knock S.r.l. cannot be held responsible for any breaches of the laws or regulations due to actions or omissions on the part of the Company.
Just Knock S.r.l. will in any case be exonerated and held harmless by the User in respect of any civil or administrative consequence, responsibility, loss, damage or cost sustained as a result of observance and/or non-observance of the Agreement and/or any provision in law, or in the case of claims for compensation presented for any reason by the User, Company or third parties. Just Knock S.r.l. will accept no liability of any kind in the event of total and/or partial unavailability of the Website and/or JK. Consequently, Just Knock S.r.l. will accept no liability if the services of JK should be unavailable on the dates indicated within the Agreement or in the event of temporary or definitive interruption of the services.
This clause does not apply to any liability of Just Knock S.r.l. due to gross misconduct or negligence.
The Company may in no circumstances refuse or delay payment on the agreed due dates or fail to comply with the obligations laid down in the Agreement by presenting or raising any complaints on the correct fulfilment of the obligations laid down in the Agreement, even if such complaints should be valid and presented within the time limits necessary to do so.
If one or more of the provisions of the Agreement should be invalid, null and void and/or ineffective, this will not render the entire Agreement invalid, null and void and/or ineffective.
The Agreement is governed by Italian law. Any disputes which might arise over the Agreement will be subject to the sole jurisdiction of the Court of Milan.