Terms and Conditions

Last updated: March 21, 2025

1. Introduction and Definitions

This document governs the terms and conditions for the use of the SaaS platform called Invytly (hereinafter, the "Platform"). For the purposes of this document, the following definitions apply:

Platform: Software as a Service named Invytly, accessible via the internet and used to manage event invitations (RSVPs), collect attendance confirmations, communicate with guests, and monitor response status in real time.
Service Period: The period during which the Customer has access to the Platform. Access to the Platform is free of charge, unless otherwise provided for in the terms of use. A Customer may access and manage Projects to which they have been invited, even without having made any payment.
Project: An instance created by the Customer within the Platform to manage an event and use all available functionalities. Each Project has a duration of 12 months starting from the activation date, which occurs upon confirmation of payment receipt by the Provider.
Authorized Users: Individuals or entities authorized by the Customer to use the Platform, in accordance with the limits established in the commercial offer.

By using or registering on the Platform, the user fully accepts these Terms and Conditions. If the user does not accept these terms, they must not access or use the Platform.

The information provided through the use of the Platform is not intended for distribution to or use by any person or entity in jurisdictions or countries where such distribution or use would be contrary to local laws or regulations or would subject the Provider to registration requirements in such jurisdictions or countries. Therefore, those who choose to access the Platform from other locations do so on their own initiative and are solely responsible for complying with applicable local laws.

2. Purpose of the Agreement

The Provider grants the Customer free access to the Platform via the internet. However, the creation of a Project is subject to payment of an amount determined in accordance with the economic terms defined in the commercial annex.

Each Customer who has purchased a Project may invite other users to collaborate in its management within the Platform, without additional costs for these users. Invited Users may access the Project and use its functionalities within the limits granted by the Customer.

The terms of use of the Platform and Projects are governed by this document and its related annexes. All users, including those invited to collaborate on a Project, agree to comply with these general Terms of Use of the Platform.

3. Economic Conditions

The Customer shall pay the Provider the price established for each Project, as defined in the commercial annex. All indicated prices are not subject to VAT pursuant to Art. 7-ter of Presidential Decree 633/72.

Payment is required solely for the creation of a Project and must be made by bank transfer within 15 days of the invoice receipt date. Activation of the Project will take place only after the Provider has actually received the payment.

If payment is not received within the established period, the Provider reserves the right to suspend activation of the Project until payment is received in full. Any delay in payment shall not affect the duration of the Project, which shall still run from the activation date confirmed by the Provider.

Purchasing a Project is final: no refunds or partial refunds are provided for any reason or circumstance, unless otherwise specified in the commercial annex or required by applicable law.

4. Duration and Renewal

Access to each Project is guaranteed for a period of 12 months, starting from the activation date, which will occur only after confirmation of payment receipt by the Provider.

Payment entitles the Customer to create and manage one Project for the entire 12‑month period. After these 12 months, access to the contents and functionalities of the Project will be automatically deactivated, with no possibility of automatic renewal.

Upon expiration of the Project, the Provider reserves the right to permanently delete the Customer’s data associated with the Project, unless otherwise agreed upon for data retention prior to the expiration date.

Access to the Platform remains available even after the Project has expired. The Customer may continue to manage other Projects to which they have been invited, without the need to purchase a new Project.

5. Intellectual Property

Rights to the Platform

All intellectual property rights to the Platform belong entirely to the Provider, including source code, databases, functionalities, software, website design, audio, video, text, photographs, and graphics (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").

The Content and Marks are protected by copyright and trademark laws, and by other applicable laws on intellectual property rights and unfair competition at both national and international levels.

The Content and Marks are provided to the Customer "as is," solely for internal business purposes.

License of Use

The Provider grants the Customer, subject to compliance with these terms and conditions, a limited, non-exclusive, non-transferable, and revocable license to (a) access the Platform and (b) download or print portions of the Content solely for internal business use.

No part of the Platform, the Content, or the Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise commercially exploited in any way without the Provider’s prior written consent.

Any request to use the Platform, Content, or Marks other than as expressly permitted herein must be submitted to legal@invytly.com. If reproduction or public display of parts of the Platform or Content is authorized, the Customer must clearly indicate the Provider as the owner or licensee and ensure that copyright notices are visibly maintained.

The Provider reserves all rights not expressly granted to the Customer in relation to the Platform, Content, and Marks. Any violation of these rights shall constitute a material breach of these terms and will result in the immediate termination of the Customer’s right to use the Platform.

Material Uploaded by the Customer

Please read this section carefully, as well as the section on "Prohibited Activities," before using the Platform, in order to understand (a) the rights granted to the Provider and (b) the obligations imposed when posting or uploading any content to the Platform.

Contributions: By directly submitting any question, comment, suggestion, idea, feedback, or other information relating to the Platform ("Contributions"), the Customer agrees to assign to the Provider all intellectual property rights related to such Contributions. The Customer acknowledges that the Provider will own such Contributions and may use and disseminate them without restriction for any lawful purpose, commercial or otherwise, without any obligation of acknowledgment or compensation.

Responsibility for Uploaded Content: By submitting Contributions through any part of the Platform, the Customer:

Declares they have read and accepted the Prohibited Activities section and agree not to post, send, upload, or transmit via the Platform any Contribution that is illegal, harassing, hateful, harmful, defamatory, obscene, offensive, discriminatory, threatening toward any person or group, sexually explicit, false, inaccurate, misleading, or deceptive.
Waives, to the extent permitted by applicable law, any moral rights to the submitted Contributions.
Warrants that the Contributions are original or that they hold all necessary rights and licenses for their submission, and have full authority to grant the Provider the above-mentioned rights.
Declares that the Contributions submitted do not constitute confidential information.
Assumes full responsibility for the submitted Contributions and agrees to indemnify and hold the Provider harmless from any damage or loss resulting from (a) breach of this section, (b) infringement of third-party intellectual property rights, or (c) violation of applicable law.

6. Prohibited Activities

It is not permitted to access or use the Platform for purposes other than those for which it has been made available by the Provider. The Platform may not be used for commercial activities, except for those expressly approved or authorized by the Provider.

As a user of the Platform, the Customer expressly agrees not to:

Systematically retrieve data or content from the Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without the Provider’s prior written authorization.
Deceive, defraud, or mislead the Provider or other users, especially in any attempt to obtain sensitive information such as user passwords.
Circumvent, disable, or interfere with the Platform’s security features, including those that prevent or restrict the use or copying of content.
Denigrate, defame, or otherwise damage, in the Provider’s judgment, the reputation of the Platform or the Provider itself.
Use information obtained through the Platform to harass, abuse, or cause harm to others.
Misuse support services or submit false reports of abuse or misconduct.
Use the Platform in a way that violates applicable laws or regulations.
Engage in unauthorized framing or linking to the Platform.
Upload or transmit (or attempt to upload or transmit) viruses, Trojan horses, or other harmful material, including excessive use of capital letters and spamming, that interferes with other users’ continuous enjoyment of the Platform, or that modifies or impairs its functions and operations.
Make automated use of the system, such as using scripts to submit comments or messages, or use data mining, robots, or similar data gathering and extraction tools.
Remove copyright notices or other proprietary rights notices from any content.
Attempt to impersonate another user or use another person’s username.
Upload or transmit (or attempt to upload or transmit) any material that acts as a passive or active mechanism for information collection or transmission, including but not limited to clear graphics interchange formats (gifs), 1×1 pixels, web bugs, cookies, or similar devices (spyware or passive collection mechanisms).
Interfere with, disrupt, or create an excessive load on the Platform or the networks and services connected to it.
Harass, annoy, intimidate, or threaten any of the Provider’s employees or agents engaged in providing the Platform.
Attempt to bypass measures of the Platform designed to prevent or restrict access to it, or to any part of it.
Copy or adapt the Platform’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Decipher, decompile, disassemble, or reverse engineer the software comprising or forming part of the Platform, except as permitted by applicable law.
Use, launch, develop, or distribute automated systems, including spiders, robots, cheat utilities, scrapers, or offline readers that access the Platform, except for standard use by search engines or internet browsers.
Use purchasing agents to make purchases on the Platform.
Use the Platform in an unauthorized manner, including by collecting usernames and email addresses to send unsolicited emails, or by creating user accounts through automated means or under false pretenses.
Use the Platform to compete with the Provider or for other unauthorized commercial or business purposes.
Use the Platform to advertise or offer goods and services.
Sell or otherwise transfer their user profile.

The Provider reserves the right to suspend or terminate the account of any user who violates these Terms or who uses the Platform in a manner contrary to applicable laws.

7. Data Processing (GDPR)

The Parties undertake to fully comply with the General Data Protection Regulation (GDPR – Regulation (EU) 2016/679). The Customer is identified as the Data Controller of the personal data entered into the Platform, while the Provider acts as the Data Processor pursuant to Article 28 of the GDPR.

The Provider guarantees that it has adopted all the necessary technical and organizational measures to ensure secure processing and full compliance with the applicable legislation. The Provider shall process personal data exclusively according to the Customer’s documented instructions and solely for the purpose of providing the Platform covered by this agreement. The Customer confirms that they have obtained all necessary authorizations and are responsible for the lawfulness, accuracy, and relevance of the personal data entered into the Platform.

For further details regarding data processing, the Provider makes available a dedicated Data Processing Agreement (DPA), which can be accessed at any time at the following address: https://invytly.com/data-processing-agreement. By accepting these Terms and Conditions, the Customer declares that they have read and fully accepted the contents of the DPA.

8. General Provisions

For all matters not expressly provided for in this document, reference shall be made to applicable laws and regulations. This agreement is governed by Italian law, and any dispute shall fall under the exclusive jurisdiction of the Court of Verona.

9. Modifications and Interruptions

The Provider reserves the right to modify, update, or remove the contents and functionalities of the Platform at any time, at its sole discretion and without prior notice. However, the Provider is under no obligation to update the information available on the Platform. The Provider shall not be held liable to the Customer or to third parties for any modifications, price changes, suspensions, or interruptions of the Platform.

The Provider does not guarantee the continuous or uninterrupted availability of the Platform. Hardware or software issues, maintenance operations, or other technical factors may cause interruptions, delays, or malfunctions. The Provider reserves the right to limit, suspend, or terminate access to the Platform, in whole or in part, at any time and for any reason, without notice.

The Customer acknowledges and agrees that the Provider shall not be liable for any loss, damage, or inconvenience resulting from the inability to access or use the Platform during downtime or service interruptions. Nothing in this document shall be interpreted as an obligation for the Provider to maintain, support, or supply updates, corrections, or new versions of the Platform.

The Provider undertakes, through corrective maintenance services, to resolve within reasonable timeframes any residual errors and/or malfunctions not previously detected during testing and debugging phases, not reproducible in a staging environment, or not caused by external factors.

In the event of service interruptions lasting more than 48 consecutive hours, the Provider will, at its discretion, consider extending the Project duration at no additional cost to the Customer. The Provider commits to communicate any material changes to the Platform with adequate prior notice, whenever possible.

The Provider reserves the right to modify these Terms and Conditions at any time. Changes will become effective as of the date of their publication on the Platform. Continued use of the Platform after such modifications shall constitute implicit acceptance of the new Terms.

10. Limitation of Liability

Under no circumstances shall the Provider, its directors, employees, or agents be liable to the Customer or to any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including but not limited to lost profits, lost revenues, loss of data, or other damages arising from the use of the Platform, even if the Provider has been advised of the possibility of such damages.

Notwithstanding anything to the contrary in this document, the Provider’s total liability to the Customer for any reason and regardless of the form of action shall in any case be limited to the total amount, if any, actually paid by the Customer to the Provider.

The Provider shall under no circumstances be held liable for interruptions, malfunctions, or limitations of the Platform resulting from:

third-party services, including but not limited to APIs from external providers (e.g., Meta, Google, or others);
hardware failures, operating system malfunctions, or the use of non-updated or unofficial applications;
errors or defects caused by incomplete and/or inaccurate information provided by the Customer.

The Customer agrees to indemnify and hold harmless the Provider from any liability, damage, or expense arising from the misuse of the Platform or from a breach of these Conditions by the Customer.

The limitations of liability set forth in this document apply to the fullest extent permitted by applicable Italian law. If any of these exclusions or limitations are found not to be enforceable under Italian law, such finding shall not affect the validity or enforceability of the remaining provisions of this agreement.

11. Validity and Entire Agreement Clause

The Parties expressly declare that these General Conditions constitute an agreement that has been discussed, reviewed, and freely and knowingly signed in each of its individual clauses. Should any clause of these General Conditions be declared invalid or unenforceable, such declaration shall not affect the validity or enforceability of all other clauses, which shall survive independently of the declaration of invalidity or unenforceability of the former.

These Terms and Conditions are governed by Italian law. Any dispute relating to their interpretation, validity, or performance shall fall under the exclusive jurisdiction of the Court of Verona.

The Customer’s use of the Platform implies full and unconditional acceptance of these Terms and Conditions.