APP LICENSE AGREEMENT. TERMS AND CONDITIONS OF THE USE OF APP AND WEBSITE.

This license and terms and conditions applies to all those who use the website www.shopfully.co.nz (the “Website”) and the App DoveConviene (the “App”) and the services provided by DoveConviene S.r.l. with its registered office at Strada Statale 131 KM 10,500 – 09028 Sestu (CA), Italy (“DoveConviene”) when using the App and the Website (the “User/s”). By means of the App and the Website, DoveConviene provides the visualization of flyers and promotional leaflets of third parties (“Advertisers”) filtered according to product categories, any additional and further information about the products included within the same flyers and promotional leaflets, as well as other Advertiser's offers on specific products (the “Services”). The flyers and promotional leaflets of Advertisers having a partnership with DoveConviene will have assigned a preferential position in their product category, without that affecting the promotional content. The User accepts that Services are provided only for personal use and is aware that Advertisers are solely responsible for the flyer content and promotional leaflets. DoveConviene shall not in any way be held responsible for the correctness and truthfulness of such content. The User may report wrong and untruth flyers and promotional leaflets and/or any additional information related to each individual promoted product, at any time he deems appropriate, to DoveConviene by using the contact details indicated in Section 10 of this Contract. By downloading the App and using the related services, and by accessing our Website, the User acknowledges and accepts the license contract and the terms and conditions of the App and the Website (collectively the “Contract”).

By downloading the App and – according to the App Store of reference – by clicking the “Obtain” button or similar, during the App installation process, and using the same App, the User declares to accept the Contract. Users are therefore invited to not download the App and use the related Services if they do not intend to accept the Contract and to be bound by the following conditions. Users may download the App from available Stores (e.g., App Store and Google Play) in order to install and use the App on mobile devices, such as smartphones and tablets.

1. ACCESS AND USE OF THE APP, WEBSITE AND SERVICES. TERMINATION.

The User will have access to Website and App Services, as better defined hereafter in this Contract, through mobile devices without prior registration on the Website and the App. Personal data are processed through the Website and the App in compliance with the privacy policy available respectively here and here. Access, use of the Services and possible registration are free of charge. The User shall undertake to provide accurate, real and complete content and information and to maintain the data (the “Content”) up to date, being the sole responsible for the truthfulness and accuracy of the same, and also for the damage that may be caused by non-compliance with this obligation. The User shall undertake to immediately notify DoveConviene of possible infringements or non-authorized uses carried out on their own device. DoveConviene is not responsible for any damages to the User not caused by third parties using the Website and the App that the User may know of, or improper, non-authorized and illegal use of the Website and/or of the App. In case of breaches of hereinabove, DoveConviene may delete, remove or modify, at its own discretion, the Content or the User’s access, suspend or terminate the provision of the Services, as well as take any other action that DoveConviene may consider appropriate from time to time. DoveConviene shall not guarantee continuous and uninterrupted access to the Website, App and Services, which may be affected by factors beyond its own control. Access to the Website and App may be suspended and/or interrupted at its discretion, and, by way of example, including but not limited to, due to various technical reasons, business strategy and/or related to DoveConviene targets, force majeure or unforeseeable circumstances, breaches of User obligations included hereinafter, without any claim to DoveConviene. DoveConviene shall not be responsible towards Users or third parties for the closing of the Website and the App utilized by Users or the suspension/termination of the Services. The User may terminate the Contract at any time. In case the User terminates access to the Services, the User shall be bound by the obligations of this Contract and by any additional conditions, including guarantees issued by the User and exclusion and limitation of liability. The Users may terminate the Contract at any time by deleting the App or avoiding to access the Website, without prejudice to this provision. This Contract shall be considered as terminated when the User ceases to comply with the obligations arising from this Contract.

2. APP LICENSE. SERVICES. UNAUTHORIZED USE. INTELLECTUAL PROPERTY.

Services are provided by DoveConviene and are used by the User only for personal and non-commercial purposes. DoveConviene, according to the terms of this Contract, shall grant the User a non-exclusive, personal and non-transferable, non-sublicensable, free of charge, indefinite right to install and use the App in order to have access to DoveConviene Services. DoveConviene shall license the App to the User for private and personal use. It is prohibited for minors under 18 years to use the Website and the App, unless prior consent of parents or other legal representatives. DoveConviene and any of its licensees are the sole owners of all rights related to the Website, the App and the source code, software structure and organization, including copyrights, trade secrets, intellectual property rights and any other rights related to the App. To the extent permitted by applicable law, the User shall not:

DoveConviene and its licensees shall reserve any rights not conferred expressively to the User according to this Contract and hold the ownership of all rights on the Website, the App and the Services. DoveConviene and third parties as rightful owners shall retain the ownership of the Website and the App, and of every improvement, update, modification or integration, as well as all copyrights, patents, trade information, trademarks and any intellectual property rights represented on the Website and the App. The User shall be the sole responsible for any damages, costs or expenditure arising from the unauthorized use. When the User knows of an unauthorized use from third parties, he shall immediately notify DoveConviene of such use and shall provide DoveConviene with necessary assistance for the investigation. The term “DoveConviene” or “Shopfully” as well as any trademark, design and domain used by DoveConviene from time to time through the Website and the App (the “Trademarks”) are trademarks, designs and domains of DoveConviene and/or its licensees and/or rightful owners and they are owners of all rights related to these Trademarks. The User declares that he/she is aware that he/she does not own any rights to Trademarks by using the Website and the App and the Services. Under no circumstances shall the User use Trademarks without prior written consent by DoveConviene. Moreover, the User shall not undertake any activity that may infringe on DoveConviene’s rights of the Website and the App and the Trademarks, including intellectual property rights and/or perform any activity that may damage the reputations of DoveConviene and its employees, collaborators and/ consultants. All information and materials shown as part of the Website and the App (including texts, graphics, icons, software, logos) are owned by DoveConviene or its partners which are the holders of the related rights, except the Content provided by the User or by an external source. Third party content included on the Website and the App that the User links or refers to when he/she adds Contents on the Website and the App, are owned by the third parties and related holders. Therefore, by including Content trough the Website and the App, the User acknowledges to be the rightful owner of the published and downloaded Content and/or to have obtained necessary authorizations in order to use that Content. By posting Content on the Website and the App, the User accepts to grant to DoveConviene a personal, without royalty, perpetual, irrevocable and non-exclusive license for the use, reproduction, modification, publication, adaptation, translation, distribution, execution and display of such images and information, individually or within other content, in any form, support or technology, already known or under development and to grant such sub-license rights to third parties.

3. EXCLUSION OF WARRANTY.

To the extent permitted by the applicable law, DoveConviene shall not provide any warranty, expressed or implied, in connection to the Website and the App which are provided “as are” and “as available” and shall not provide any representation or warranty of any kind on its quality, suitability for a particular purpose, its completeness and/or accuracy. Except in the cases expressively covered by the Contract, neither DoveConviene nor its providers or distributors grant specific warranties related to the Website, the App and the Services. Regardless of the efforts of DoveConviene in order to provide the User with a high quality and safe service, DoveConviene shall not guarantee continuity, a service free of errors or the promptness of the Services. DoveConviene shall reserve the right to suspend, interrupt, modify, remove and add to the Website, the Services and the App at its discretion with immediate effect and without obligation to notify or inform with respect to the management, maintenance and/or updating of the Website, the Services and the App and is without any liability for damage suffered by the User as a consequence of such actions taken by DoveConviene.

4. REPRESENTATION AND WARRANTIES OF THE USER.

Before using the Website and the App and during their use, the User hereby represents, warrants and agrees as follows:

(i) the use of the Website, the App and the Services is at his sole choice, discretion and risk; (ii) the User’s personal data, provided to DoveConviene in order to use the Website, the App and the Services, shall be processed in compliance with the privacy policy available respectively here and here. (iii) Users below 18 years of age shall use the Website, the App and the Services only under expressed authorization of the parents or other legal representatives of the minors.

The User is solely responsible for the telecommunications network and internet access services needed in order to use the Website and the App, and DoveConviene shall not be responsible for any defects related to such network and services. User agrees to provide accurate, complete and truthful Content, being solely responsible for the truthfulness and accuracy of the Content, as well as for any damage caused by non-compliance with this obligation. The User represents and declares to be the sole responsible for the use of the Website, the Services and the App through his /her own device.

5. PUBLICATION OF CONTENTS.

The User shall not publish any illegal, obscene, defamatory, or slanderous material or that otherwise violates applicable laws or which may generally be considered offensive through the Website and the App.

DoveConviene shall reserve the right to refuse to publish or remove any User Content having:

In such cases DoveConviene shall reserve the right to terminate access to the Website, the App and the Services without any prior notice and to delete the Content.

6. LIMITATION OF LIABILITY.

DoveConviene shall not under any circumstances be responsible for the correctness of the information provided by the Users through the Website, the App and the Services. The use of the Services is entirely at the risk of the User. To the extent permitted by applicable law, DoveConviene shall not be responsible for any direct, indirect or consequential (including, damages for loss of earnings, business interruption, loss of business information, or any other pecuniary loss) or loss arising from the use (or incorrect use) of the Website, the App and the Services. DoveConviene’s liability for losses and/or damages suffered by means of the Website, the App and Services shall be limited to eliminating such material and content in reasonable time. There is the possibility that hackers may enter the Website and the App, changing the content and integrating damaged material (e.g., virus, worms, corrupted files). In such cases, DoveConviene shall not be in any manner responsible for the damages, losses or modifications caused to the User or third parties. DoveConviene shall not be responsible in any case for any damages or injuries due to the lack of continuity, availability, reliability, usability of the Website, the App, and the Services and, in particular, by way of example but not limited to, errors of access to the same. When applicable law does not allow exclusion or limitation of warranties and liability towards the User, the limitations referred to above shall apply to the extent permitted by applicable law.

7. LINK AND MALWARE.

DoveConviene shall not be responsible for information linked through the Website and the App, although it checks the Content on a regular basis. The User is the sole responsible for the use of the linked information. DoveConviene does not guarantee that the Website and the App are free of viruses or other potentially harmful programmes.

8. MODIFICATION.

DoveConviene shall reserve, at its exclusive discretion, the right to modify and update this Contract, the Website, the App and the Services and/or any parts of the same at any time with reasonable notice. The User is invited to consult the Contract regularly. By using the Website, the App and the Services after such modifications, the User accepts the amendments of the Contract.

9. INDEMNITIES AND COMPENSATION FOR DAMAGES.

By using the Services, the User undertakes to indemnify and hold harmless DoveConviene from and against any demand, action, liability, cost and expense of any kind, including but not limited to, reasonable attorney’s fees and litigation expenses arising from the violation or the failure to comply with any provisions under this Contract or the applicable law or the violation of any guarantees provided by this Contract, or arising from any use of the Website, the App and the Services.

10. NOTIFICATION OF VIOLATIONS.

The Users may report possible abuses, illegal and unauthorized uses, contrary to the provisions of applicable law and/or to the Contract, by means of the following address: info@shopfullygroup.com.The User shall immediately notify any unauthorized use of the Services by third parties and his own device to DoveConviene.

11. APPLICABLE LAW AND JURISDICTION.

This Contract shall be governed in all respects, including validity, interpretation and effect, without regard to principles of conflicts of law, by the Laws of the Republic of Italy. The Users and DoveConviene agree that any claim, dispute or controversy in conjunction with this Contract shall be settled by the Court of the User’s place of residence which shall have exclusive jurisdiction.

12. ASSIGNMENT.

DoveConviene shall have the right to assign third parties this Contract, in whole or in part, at any time and without the prior consent of the User. The User shall not transfer any of his rights or obligations arising from the Contract to third parties.

13. MISCELLANEOUS.

Any failure by DoveConviene to exercise its own rights in case of breaches of any provisions of the Contract (including the failure of any request by DoveConviene in order to claim the execution or correct and exact compliance of the provisions of this Contract) shall not in any manner operate as a waiver to the right to exercise them. Whether a provision of this Contract is or becomes illegal, invalid or ineffective in any Country, this shall not imply validity or enforceability of any other provisions of this Contract or the validity and enforceability in other jurisdictions of such provision and any other provision of this Contract. This Contract shall not be intended as a form of collaboration, agency, trust or joint venture between DoveConviene and the User. The Contract sets out the whole Contract between DoveConviene and the Users in respect to the subject matter and shall substitute any possible previous contract or agreement (verbal or written) in relation to the same subject matter.