CONDITIONS OF SUPPLY OF CONTENTS S.P.A. SERVICES

The present Conditions of supply regulate the contractual relationship between the Client and Contents Spa (and all its subsidiaries in the world), Via Paolo da Cannobio 9, Milano, Tax Code, Vat and registration number in the Register of Companies kept by the Chamber of Commerce of Milan no. 09559750964, Tel: 02/96840095, PEC: [email protected] (hereinafter “Contents”) for the supply of services provided by Contents SpA.

If Services are provided directly from the Contents platform, before signing these Conditions, please note that:

• after having clicked on the appropriate field relating to the approval of the present Conditions and the other fields indicated in the registration form, the contract between Contents and the Client will be concluded;
• Contents will keep a copy of these Conditions on its servers;
• if the Client notices that they have made mistakes during the registration process, they can always modify their data in their Account;
• if the Client realises to have made a mistake when ordering the relevant Services, they may correct the mistake at the same stage of the order process (but before the order is sent to Contents through the website);
• Contents does not adhere to any code of conduct;

In the event of any dispute or litigation, article 18 of the Conditions shall apply.

 SECTION 1 – General Conditions

1. Definitions

The terms below are to be understood with the following meaning:

Account: specific area of the website dedicated to the Client through which Contents provides the Client with communications relating to the contractual relationship and/or the Services requested (by way of example only, sending communications relating to the supply of Services, execution status, amount of credit, invoicing and consultation of documents uploaded in execution of the received orders).

Client: the natural person or legal entity who is the counterparty of Contents.

Conditions: these terms and conditions (both the general conditions in Section 1 and the Particular Conditions on specific Services mentioned in Section 2 and Section 3) for the provision of Contents Services, as defined below, which are fully accepted by the Client online as described in these Conditions.

Login credentials: the “email address” and “password” chosen by the Client to access their Account.

Credit: the total amount that the Client can use to purchase Services, or otherwise the number of uses granted to the Customer to use the Services, both as provided in the respective subscription.

Confidential Information: (i) information relating to Contents or the Client that Contents considers or classifies as confidential and/or classified and that the Client or Contents has become aware of for any reason in connection with the implementation or performance of the agreement and/or (ii) information relating to Contents or the Client that, by its nature, content, or the circumstances under which it is disclosed, would normally be considered confidential and/or classified.

Parties: Contents and the Client.

Privacy Policy: the document published on the website describing the methods of processing personal data of Contents’s Clients and containing the information on the processing of personal data required by the applicable legislation.

Services: all the services provided by Contentsand further listed on the relevant pages of the website https://www.contents.ai/ through which the Services are provided.

Custom Services: services provided by Contents, the type of which is regulated by a specific Purchase Order signed by the Customer.

Website: the following website owned by Contents https://www.contents.ai/ through which the Services are provided.

2. Subject of the Contract

2.1 The subject of the Contract is the supply to the Client of the Services with the technical and economic characteristics, in the type and with the procedures indicated in the relevant section of the Site.

2.2 Any service other than those covered by the Contract may be provided, subject to feasibility approval, at the specific request of the Client under conditions, terms and fees to be agreed upon.

3. Completion of the contract

3.1 In order to use the Services directly provided from the Content.com website, the Client must open an Account in their name. This Account must be considered personal, non-transferable and unequivocally traceable to the Client and usable only by them. In the event of Custom Services, these Conditions shall be deemed to be accepted by the Customer once the Customer has submitted the order to purchase the Services to Contents (to which these Conditions shall be linked).

3.2 Once the registration procedure has been completed and the Account has been created, the Client will expressly accept these Conditions by ticking the relevant box. At the same time the Client will receive an email with the following Conditions attached. The opening of the Account implies the signing of these Conditions, which are understood to be fully and unconditionally accepted.

3.3 The Contract concluded, pursuant to paragraph 3.2 above, regulates the relationship between the Parties for all requests for Services sent by the Client to Contents.

4. Provision of the Service

4.1 The Services will be provided as soon as possible after the relevant request, but the times indicated on the Site or elsewhere are to be considered merely indicative and not binding on Contents. Nevertheless, Contents will do its best to observe and respect the indicated execution times, but it does not provide any guarantee on the time of delivery of the Service ordered and therefore the Client acknowledges that Contents will not incur any liability for delay in the execution of the Services, except in the case of fraud or gross negligence.

4.2 The Client shall be obliged to perform any further services for the supply of the Services as provided for therein. Any delays due to the Client’s inertia shall clearly not be attributable to Contents, which, at its own discretion, shall be free to suspend the supply/execution of the Service or to communicate the negative outcome of its supply for reasons attributable to the Client with all legal and contractual consequences for the Client and without the right to obtain a refund of the amount paid.

4.3 The Client acknowledges and accepts that the Services shall be provided only after Contents has received confirmation of payment of the sums due.

5. Duration of the Contract and renewal

The Contract concluded, pursuant to these Conditions, is valid and effective for an indefinite period, that is, until the exercise of the right of withdrawal foreseen for each of the Parties in article 12 below. Contents reserves in any case the right to modify and/or update the Contract at any time with the methods provided for in the present Conditions.

6. Fees and terms of payment

6.1 Unless specifically, separately and differently agreed between the Parties, the fees due for the different Services and the respective payment modes are indicated on the website. All prices indicated are net of VAT. Contents reserves the right to unilaterally modify the content of the Services offered from time to time, as well as the consideration for the same and the relative methods of supply. In the event of such changes, the Client shall have the right to withdraw from the relationship within a period of 15 days from the moment in which such changes become effective. In the event of failure to withdraw, the changes shall be deemed valid and effective from the expiry of the period allowed for exercising withdrawal and specifically approved by the Client. In any case, it is understood that the Client is expressly notified of the amount due for each Service prior to the conclusion of the relevant purchase order and therefore prior to the use of the Credit.

6.2 Payment for the purchase of Services shall always be made by the Client and in any case in advance of the provision of the Service.

6.3 The Client may:

1. Purchase a monthly plan charged monthly as consideration for a pre-set Credit, of an amount determined according to the plan chosen by the Client, to be used for the provision of the Services. Such Credit will be automatically renewed from month to month for as long as the relationship with Contents is active. The subscription will automatically renew on the day following the end of the previous month. However, Contents reserves the right to change the charge date for renewal of the plan if the subscription start date is not contained in a certain month;
2. Purchase a Credit in the chosen amount and use it on a pay-as-you-go basis, without monthly renewal and expiry date, but with the option of activating the auto-recharge option for the amount of the purchased credit;
3. Agree with Contents an alternative fee for the provision of the Services by choosing the Custom option.

6.4 The Credit will be gradually reduced by the amount corresponding to the Services purchased and its actual amount will always be verifiable by the Client through the Account.

6.5 Invoices relating to payments made by the Client, if requested when opening the Account, shall be issued by Contents and delivered in electronic format. It is understood that the issuance of the relevant invoice shall be immediate and simultaneous with payment by credit card or similar methods, whereas, in the event of payment by other means, at the moment of crediting the sum due to Contents’s current account.

6.6 All amounts shall be invoiced plus any VAT due, any stamp duty, secretarial fees and/or taxes or fees otherwise denominated and any other taxes arising from the performance of the Contract. In any event, the Client hereby releases Contents from all liability arising from the transactions or payments made.

6.7 The Client acknowledges and accepts that when registering the Account (or subsequently, by changing the relevant settings) they have granted Contents the right to charge the Client’s credit card (or similar methods) with the amounts determined pursuant to these Terms – in the amounts, manner and timing specifically indicated on the Site or in these Terms – and that if Contents is unable to make such charge for any reason whatsoever (expiry of the credit card indicated, lack of sufficient funds on such card, and so on) Contents shall not be obliged to provide any Service.

6.8 The Parties may agree on methods of payment for the Services also in derogation of the foregoing by concluding special contracts and/or covenants that modify the aforementioned provisions (also contained in the purchase order sent by the Customer, as the case may be).

7. Late or non-payment

7.1 The Client will not be able to dispute or raise objections of any kind if they have not previously made the payments required by the Contract correctly and provided the necessary documentation as requested by Contents.

7.2 In the event that, for any reason, the payment of the price is not valid, or if it is revoked or cancelled by the Client, or if it is not carried out, confirmed or credited for the benefit of Contents, the same reserves the right to suspend and / or discontinue the provision of the Services with immediate effect.

8. Obligations and limitations of liability of Contents

8.1 Contents undertakes to perform the services described in these Conditions and on the website.

8.2 Save in the case of wilful misconduct or gross negligence, in no other case shall Contents, its directors or employees be liable in any way whatsoever for any damages of any kind or nature whatsoever, which the Client may have incurred, including but not limited to damages arising from:

1. The Client’s inaccurate, incomplete or incorrect completion of the forms made available by Contents for the purpose of requesting and/or providing the Service;
2. Having provided Contents with inaccurate, incomplete or erroneous documentation, information or data;
3. Failure to access the Services for reasons attributable to the Client;
4. Force majeure, unforeseeable circumstances, and catastrophic events (including but not limited to: fires, explosions, etc.);
5. The sending and/or use of untrue personal data during the request for the provision of the Service in question and any other changes that may occur in relation to the data communicated during the request;
6. The malfunctioning of the machinery, hardware and software used by the Client and/or the malfunctioning of the Internet (with consequent loss of data), electricity lines, national and/or international telephone lines;
7. The presence of viruses, errors or data and/or files transmitted/delivered by the Client to Contents for the performance of the Service in question;
8. The non-compliance and/or breach of legal obligations attributable to the Client (such as, by way of example but not limited to: Privacy Code, labour regulations, safety, etc.);
9. The incorrect or improper use of the Login Credentials (the Client is therefore required to keep and cause to be kept, where transmitted, such Login Credentials with the utmost diligence and confidentiality, undertaking not to transfer them or allow them to be used by third parties);
10. Damages resulting from access to or use of the service, any unauthorised access to or use of the servers and any personal information, or interruption of activities, loss of programmes, information resulting from the failure to use the platform;
11. From tampering or intervention in the Service in question or equipment carried out by the Client and/or third parties not authorised by Contents.

Without limiting the foregoing in any way, with respect to the Services provided by Contents including their contents, all warranties of any kind, whether express or implied, by Contents are excluded or limited to the maximum extent permitted by law.

8.3 In any event, subject to the foregoing, Contents makes no warranty that the Services will meet the Client’s requirements and that a number of factors may limit the Services.

8.4 The Client acknowledges and agrees that Contents is not obliged to make any specific backup of the data and/or information and/or documents uploaded to the Account or delivered to the Client in the performance of the Services and in any event makes no warranty as to the protection and preservation of such data and/or information and/or documents (including in the performance of the Services).

8.5 In the event that the Client is a Public Administration, Contents assumes all the obligations of traceability of financial flows pursuant to art. 3 of Law 13 August 2010 no. 136 and subsequent amendments and amendments.

8.6 Contents’s obligations and responsibilities towards the Client are those defined by the Conditions and in any case of breach or default attributable to Contents; Contents shall be liable within the limits provided for by the present Conditions and any other indemnity or compensation to the Client for direct or indirect damages of any kind and nature is hereby expressly excluded. The Client acknowledges and accepts, as of now, that Contents may be called upon to pay the Client by way of indemnity/reimbursement or compensation an amount not exceeding the amount paid by the Client for the provision of the service affected by the damaging event.

8.7 The Site contains or may contain related links to other websites, including third party advertising. No responsibility can be attributed to Contents for such websites or for their services, and therefore no responsibility is accepted for damages suffered by users in connection with the use of websites accessed through the platform.

8.8 It is expressly understood that any limitation of Contents’s liability under these Conditions shall not exclude Contents’s liability for fraud or gross negligence.

9. Obligations and rights of the Client

9.1 The Client, assuming all risks and responsibilities in this regard, declares that they possess all the knowledge, including technical knowledge, necessary to request each of the Services.

9.2 With specific regard to the Login Credentials, in the event that an Account is opened, the Client undertakes to keep them with the utmost diligence and not to allow them to be used by third parties who are not expressly authorised to do so and for whose behaviour the Client accepts the greatest responsibility.

9.3 The Client is obliged to observe the procedures for generating, issuing, suspending and regenerating the Login Credentials, and/or any other authentication credentials, generated for the purposes of executing the Contract. The Client, after the generation of the access credentials, is obliged to keep them secret and undertakes not to transfer them to third parties, relieving Contents, in any case, from any responsibility for any illegitimate act performed with said credentials. The Client also assumes the burden of providing for the periodic change of the access password in compliance with the security standards and the regulations on the protection of personal data, pursuant to Legislative Decree of the Italian Republic no. 196/2003 and subsequent amendments and supplements and EU Regulation 2106/679.

9.4 In the event of loss or theft of login credentials and/or any other authentication credentials, the Client must promptly notify Contents of the circumstance and promptly activate the procedure for issuing new credentials, if any.

9.5 Contents is and shall remain unrelated to the activities that the Client carries out in full autonomy by accessing the Account.

9.6 In the event of a breach of even one of the aforementioned obligations / commitments, the Client shall indemnify and hold Contents harmless from any damage, liability and / or charge, direct or indirect, including legal fees, which Contents may suffer or incur as a result of the alleged infringement, even if arising from third party compensation claims. In this case, Contents shall have the right to intervene in the forms and ways deemed appropriate to eliminate, where possible, the violation and its effects, or to suspend or disable the Account and / or interrupt the Services, also reserving the right to terminate the contract pursuant to Art. 13 below.

9.7 The Client also declares that they are the sole and exclusive user of the Account and as such declares that they are solely responsible for (i) the data/documents/information entered and their truthfulness (ii) their saving and the performance of any other activity deemed useful or necessary to ensure their integrity, undertaking, for the effect, to apply suitable and adequate security measures to prevent their entry or access by and to third parties; (iii) the loss or disclosure of the Login Credentials.

9.8 The Client undertakes to promptly inform Contents of any unauthorized use of their Login Credentials or of any other security breach found.

9.9 The Client guarantees that the data and information provided to Contents at the time of registration on the Website or at any subsequent time are true, correct and such as to allow their identification, and undertakes to notify Contents of any changes thereto, also by means of modification of the same within the Account (where applicable). They also undertake to notify Contents of any errors identified with reference to their data. Following registration by the Client, the access credentials will remain the sole and exclusive property of Contents, which undertakes to keep the data provided confidential.

9.10 The Client acknowledges that the internet network is not controlled by Contents and that due to the peculiar structure of the network itself, its performance and functionality cannot be guaranteed, nor the contents of the information transmitted through it can be controlled. For this reason, no responsibility can be attributed to Contents for the transmission or reception of illegal information of any nature and kind.

9.11 The Client declares to be aware of the existing legislation on the processing of data relating to third parties which may be communicated to Contents and assumes the responsibility for having obtained their consent and having provided them with the information as required by the GDPR and Legislative Decree 196/03 (the so-called “Privacy Code”) declaring that they are the Data Controller in this respect.

9.12 The Client agrees to indemnify and hold Contents harmless from all third-party claims or demands for damages caused to the Client by or using the Services as a result of the Client’s breach of their obligations under the Contract or conduct attributable to the Client. The Client shall bear all the costs of damages and consequential charges, including any legal fees, arising out of such liability actions and shall inform Contents if such an action is brought against them.

9.13 The Client (if a natural person) warrants that they have reached the age of majority as defined in the country of their jurisdiction and in any event have the legal authority and capacity, right and freedom to enter into the binding agreement set out in the Terms. You may not use this website and receive the Services provided if this is prohibited in the Client’s home country or under any law or regulation applicable to the Client.

9.14 Reproduction of content belonging to Contents and not purchased by the Client is strictly prohibited. Therefore, the Client acknowledges that all content on Contents, in particular literary works, graphics, photographs, images, audio and video clips, icons, streaming files and other data belong to Contents and are protected by national and international copyright laws. Violators of this copyright will be prosecuted to the fullest extent of the law. National and international laws may protect all logos and trademarks on the website. These trademarks may not be used publicly except with the express written permission of the owner.

9.15 The Client agrees to use reasonable endeavours to promptly comply with Contents’ formal notice to the Client in the following circumstances:

1. There are legitimate reasons to believe that the Account is being used by an unauthorised third party; or
2. The Client is involved, in any capacity, in a civil, criminal or administrative dispute, whether in or out of court, where such dispute relates to acts and conduct conducted through the Services; or
3. The Client’s conduct is such as to give rise to a well-founded and reasonable fear that the Client will breach the Contract or be responsible for one or more breaches of its provisions; or
4. The Client is using faulty or unapproved equipment, or equipment that is malfunctioning in a way that may damage the integrity of the network and/or disrupt the Services.

9.16 The Client assumes all responsibility for the use of the Service purchased from Contents and for the compliance with any applicable law in relation to such use, if Contents does not warrant any compliance or suitability of the contents of the Service for any particular use.

10. Service and maintenance

10.1 Contents reserves the right to interrupt access to its platform or site or the Client’s Account as well as the provision of each Service in order to carry out technical maintenance work on the Website and/or the software or hardware structure connected to it or operating it.

10.2 The Client agrees to the above and acknowledges that they will not be entitled to any credit, refund or compensation for damages for all the time in which they will not be able to use the Account or the Services for the time necessary for the maintenance referred to in paragraph 10.1 above.

11. Suspension of Services

11.1 Without prejudice to clause 13 below and without prejudice to paragraph 10.1 above, Contents at its sole discretion and without being held liable for breach of contract, reserves the right to suspend the Services and suspend or terminate any Account (or part of it) and forfeit any account, even without notice, if:

1. The Client is in breach of or violates any of the provisions of the Terms, including the Contents Privacy Policy;
2. There are reasonable grounds to believe that an unauthorised third party is using the Services;
3. There is a case of force majeure or circumstances that, at Contents’s sole discretion, require emergency action or the resolution of security issues, danger to the entire network and/or persons or property, in which case the Services will be restored when Contents, in its sole discretion, has determined that the causes of the suspension/interruption have been effectively removed or eliminated;
4. The Client becomes involved in a dispute concerning acts and conduct carried out through the Services and/or the Account;
5. Suspension is required by the Judicial Authority;
6. There are justified reasons of security and/or guarantee of confidentiality;
7. The Client uses faulty or unapproved equipment, or equipment with malfunctions that may damage the integrity of the network and/or disrupt the Services and/or create risks to the physical safety of persons and property.

11.2 In any case of suspension of the Services attributable to the Client the possible action of Contents for compensation for damages shall remain unaffected.

11.3 During the suspension of the Services, for whatever reason, the Client may not have access to data and/or information and/or content entered and/or processed in the Client Area.

12. Withdrawal

12.1 The Client, whether qualified as a “consumer”, identified, pursuant to art. 3 of Legislative Decree 206/2005 (so-called “Consumer Code”), as a natural person acting for purposes which are outside their business or professional activity, or not qualified as a “consumer”, shall always have the right to withdraw from the Contract at any time, without any penalty and without giving any reason, by written communication sent by registered letter with return receipt to Contents S.p.A., Via Paolo da Cannobio 9 – 20121 Milan or by email to [email protected]. Without prejudice to the foregoing, it is understood that the right of withdrawal provided for by Article 52 of the above-mentioned Legislative Decree is nevertheless excluded with regard to the contractual bonds established between the Client and Contents as a result of the Services carried out or to be carried out by Contents from time to time, the conditions provided for by Article 59 of the above-mentioned Legislative Decree occurring in this case. To this end, the Client acknowledges that this Contract is a contract for the supply of digital contents via a non-material support with the consumer’s obligation to pay the fee for the Services and therefore 1) the Client acknowledges to have given a prior express consent to the begin of the Services during the right of withdrawal period; 2) the Client acknowledges that he will thus lose his right of withdrawal; 3) the Client acknowledges that Contents.com has provided the confirmation in accordance with Article 50, paragraph 2, or Article 51, paragraph 7.

12.2 Upon receipt of notice of withdrawal Contents shall disable the Account (wheter opened) with all its contents, but – to the maximum extent permitted by law and subject to the terms and conditions set out on the Contents website page – shall process the Credit remaining at the date of withdrawal, which therefore shall not be subject to refund. Indeed, the payment of the Credit is to be intended as payment for the preparation and maintenance of the facilities necessary to provide the Services which Contents has already incurred at the time of the purchase of such Credit by the Client and therefore, by virtue of the fact that it is also a reimbursement of anticipated costs and expenses, it will not be refunded.

12.3 Contents reserves the right to terminate the Contract at any time and without giving any reason, by giving written notice to the Client of at least 14 (fourteen) days’ notice, except in the following circumstances

1. Events caused by force majeure occur;
2. The Client is registered in the list of protests, has been declared insolvent, has been admitted to or is subject to insolvency proceedings; or
3. The Client has behaved fraudulently towards Contents.

After the expiry of the period referred to above, the Contract shall be deemed to be terminated and/or terminated and paragraph 12.2 shall apply.

13. Termination

13.1 Without prejudice to any other provision of the Contract, the Contract shall be considered terminated with immediate effect, pursuant to and for the purposes of Article 1456 of the Civil Code of the Italian Republic, if the Client.

1. Breaches the obligations set out in Articles 6, 7, 9, 10 and 15 of the Conditions, as well as the provisions set out in documents to which they refer; or,
2. Engages in any unlawful activity by using the Services; or
3. Assigns all or part of the agreement to a third party without Contents’s prior written consent.

13.2 In addition, in the event of failure to comply with the obligations provided for in the Contract, Contents reserves the right to send the Client, at any time, pursuant to and for the purposes of article 1454 of the Civil Code of the Italian Republic, a warning to comply within 15 (fifteen) days of receipt of the relative registered letter with return receipt.

13.3 From the date of termination of the Contract in the cases provided for in this article (or in any case by the Conditions) the supply of Services shall be interrupted without any notice. In such cases, the Client acknowledges and accepts that the sums paid by the Client will be retained by Contents as a penalty (in addition to the reasons already indicated in paragraph 12.2 above) and Contents shall be entitled to charge the Client for any further charges it has had to incur, without prejudice to its right to compensation for any further damages suffered.

14. Changes to the Contract and/or Contents Policy

14.1 The Client acknowledges and accepts that the Services covered by the Contract are characterised by technology and procedures in continuous evolution, for these reasons Contents reserves the right to modify for the better the technical and economic characteristics of the same and of the instruments related to them at any time, and to vary the conditions of the Contract at any time, even after its signature.

14.2 Contents also reserves the right to unilaterally modify the Conditions including, by way of example but not limited to, the fees, the collection commissions, the billing frequency or the terms and conditions of payment and the content of the Services, notifying the Client by e-mail or by publication on the website. The aforementioned changes will take effect after 15 (fifteen) days from the date of their communication or publication. If the Client does not intend to accept the aforesaid modifications, including those concerning the fee, within the aforesaid term they may exercise the right to withdraw from the contract as provided for in article 12 by written communication to be sent by registered letter with return receipt to Contents S.p.A., Via Paolo da Cannobio 9 – 20121 Milan or by e-mail to the address [email protected]. In the absence of the Client, exercising the right of withdrawal, within the terms and in the manner indicated above, the changes will be considered definitively known and accepted by them.

14.3 Contents also reserves the right to modify the Privacy Policy at any time in compliance with legal provisions; even in this case, the Client may exercise the rights provided for in the previous paragraph.

15. Intellectual property, Data and Information

15.1 The Client shall use the Services in accordance with Contents’ intellectual and/or industrial property rights. The software, the website, as well as any other copyright or other intellectual property right are the exclusive property of Contents and/or its licensors, therefore the Client acquires no right or title thereto and they are obliged to use the same during the term of the contract (but in any case such use in order to benefit from the Services shall not be considered as a licence on any intellectual property right of Contents).

15.2 In the case of licences provided by third party suppliers through Contents, the Client acknowledges that they have read the terms and agree to use the software in the manner indicated on the respective websites solely for their own personal use. The Client undertakes to accept and respect the terms of the aforementioned licences. The Client declares that they are aware that the licences are between the Client and the owner of the copyrights on the same to the exclusion of all liability of Contents.

15.3 The Client acknowledges and agrees that all Information (as defined below) that is disclosed or otherwise made available to Contents in the performance of the Services, may be used by Contents even after the performance of the Services in order to create, modify and/or supplement its database and information base as necessary, preparatory or even just useful for the sake of use of artificial intelligence or automatic content generation technologies and software. The Client therefore acknowledges and accepts that the reworking and/or use of such Information may also be part of content created and generated also for third parties. In any event, Contents agrees that in the event of inclusion and use of such Information in content intended for third parties, such Information shall be used on an aggregate basis and by sector of reference, without indication of the Client’s names or distinctive marks. This is without prejudice to the rights of the beneficiaries in relation to personal data, as protected by the applicable legislation and Article 17 below.

15.4 “Information” means all information communicated to Contents or learned by Contents in any written, verbal, electronic, or any other intelligible and even indirect form. More specifically, such shall be understood as, but not limited to, information concerning the reference market in which the Client and its competitors operate, the manner in which the Client’s typical activities are carried out (patented and non-patented ones, owned and/or available to the Client); the Client’s economic, asset, financial, legal and commercial data, design and/or research and development; the Client’s means of production and other business assets, including software and computer applications; the organisation of the production or business; the services and their contents, as rendered by the Client; the Client’s business information and management policy; the Client’s management and performance; the Client’s relationships with third parties, etc.

16. Final provisions

16.1 These Conditions cancel and replace any previous agreement that may have been made between Contents and the Client on the same subject matter, and constitutes the final and complete demonstration of the agreements made between the Parties on that subject matter. In the event of special agreements with the Client – which may be concluded through Enterprise procedure – these shall be in writing and shall constitute an addendum to the present Conditions. In the latter case, the contract specifically concluded between the Parties shall prevail over these Conditions, which shall apply in any case for anything not regulated in the said contract.

16.2 In no event shall any breach and/or behaviour of the Client, which does not comply with the Contract, be considered as a derogation of the Contract or as tacit acceptance of the same, even if not contested by Contents. Any failure by Contents to exercise or enforce any right or provision of the Contract shall not constitute a waiver of such right or provision.

16.3 Unless expressly stated otherwise in the Contract, all notices to the Client in connection with this contractual relationship may be made by Contents in a privileged way through the Account or where it is not possible to use such a channel of communication indiscriminately by hand, by electronic mail, whether certified or not, by registered and ordinary mail or by fax to the addresses and/or contact details given by the Client in the form and manner provided for in this Contract and accordingly shall be deemed to be known to the Client. Any change in the Client’s addresses and contact details not notified to the Provider in the manner provided for in the Contract shall not be enforceable against the Supplier.

16.4 Should one or more clauses of the Conditions be ineffective and/or invalid, in whole or in part, this shall not invalidate the other clauses, which shall be considered fully valid and effective. The respective legal provisions applicable to the context will automatically replace such invalid clauses. To this end, it is specified that in the event that the Client is a consumer, the relevant mandatory rules shall apply in place of those provisions of the Conditions that may possibly be in conflict with such operational rules.

16.5 The relationship between the Provider and the Client as governed by the Conditions cannot be understood, unless expressly provided for, as a relationship of mandate, representation, collaboration or association or other similar or equivalent contractual forms.

16.6 These Conditions (and the contractual relationship between Contents and the Client) may not be assigned by the Client. Conversely, Contents reserves the right to assign or transfer the relationship governed by these Terms (or the contract entered into by way of Enterprise procedure to a third party as part of a sale or transfer of business.

17. Processing of personal data

17.1 The processing of the personal data communicated by the Client to Contents, for the purposes of the execution of this Contract and the subsequent provision of the Service, shall take place in accordance with Italian Legislative Decree of the Italian Republic 196/2003 and EU Regulation 2016/679, and with the notice issued by Contents during the registration process.

17.2 Contents, solely for the phases of data collection, processing and management, necessary for the purpose of providing the Services, is the independent Data Controller in accordance with the definitions of the roles described in Legislative Decree of the Italian Republic 196/2003 and in the EU Regulation 2016/679.

17.3 The Client, with reference to the data of third parties they entered and / or processed themselves during the order and / or use of the Services (the “Third Party Data”), declare to have previously provided them with adequate information referred to in art. 13 of EU Regulation 2016/679 and to have obtained the consent or other legal right to communicate such data to Contents. However, it is understood that the Client acts as an independent Data Controller with respect to such Third Party Data, assuming all the obligations and responsibilities connected to it, relieving Contents from any dispute, claim or other that may arise from third parties with reference to such processing. The Services provided by Contents, compatibly with the technical specifications of the same, allow the owner to process the data according to the times and methods set by themselves and independently managed, without prejudice to the applicable legal provisions. The scope of the appointment of Contents as responsible for the processing of such Third Party Data (according to the following paragraph) relates solely to the processing of the Third Party Data entered and / or transmitted independently by the Client owner through the selected Service and / or in the within the scope of the same, and in any case in compliance with the purposes aimed at its correct provision by Contents and in accordance with the provisions of the applicable legislation in force from time to time. It is understood that, in providing the Services, Contents is not responsible for the information stored at the request of the Data Controller nor are they subject to a general obligation to monitor the information they transmit or store, nor to a general obligation to actively seek facts or circumstances that indicate the presence of illegal activities.

17.4 The Client appoints Contents as Data Processor in respect of such Third Party Data, describing in detail the duties and obligations to which the Client will be subject by virtue of such role as follows:

1. as a result of this appointment, Contents is exclusively authorised to process personal data to the extent and within the limits necessary for the performance of the activities assigned to it. Contents has the power to carry out all the activities necessary to ensure compliance with the provisions in force in the field as well as to organise, manage and supervise all the personal data processing operations communicated to it by the Data Controllers for the purpose of carrying out the activities covered by the chosen Service. In compliance with the provisions of the EU Regulation 2016/679 and of the legislation concerning the processing of personal data, it is the duty of Contents to:
2. process the personal data entered and/or transmitted in the context of the performance of the chosen Service subject of the Contract with the technical and security characteristics established on the basis of what is provided for in the same and in the technical specifications of each Service, which for the purposes of this article must be understood as documentation containing the data processing instructions that the Controller accepts and disposes of. In the event the Controller manifests special needs that require instructions different from those described in the above-mentioned documentation, they shall express such need to Contents and describe the measures required to be guaranteed, which shall be assessed and, if implementable, quoted with a specific offer;
3. ensure that the people authorised to process personal data have committed themselves to confidentiality or have an adequate legal obligation of confidentiality; such people authorised to process, in relation to the performance of the activities described above, shall be specifically assigned to the processing by Contents giving them the necessary instructions and making them aware of the agreed methods and those prescribed by the EU Regulation 2016/679;
4. Adopt all the measures required pursuant to article 32 of the EU Regulation 2016/679; in particular, Contents, in providing the chosen Service, will apply the measures indicated in the Contract, in the technical specifications relating to the Service itself;
5. taking into account the nature of the processing, to assist the Controller (i) with appropriate technical and organisational measures, to the extent that this is possible, to comply with requests received for the exercising of the rights of the interested parties; (ii) in ensuring compliance with the obligations set out in Articles 32 to 36 of EU Regulation 2016/679, also taking into account the information available to the Controller;
6. at the option of the Controller, delete or return to the same all personal data after the provision of the Services relating to the Processing has ended and delete any existing copies, unless Contents intends to keep them until the limitation period of its rights that can possibly assert against the Client;
7. make available to Contents all information necessary to demonstrate compliance with the obligations set out in the appointment contained herein by allowing and contributing to audits and reviews, subject to agreement as to when and how and provided that such audits and reviews do not conflict with confidentiality obligations assumed by Contents and / or with its policies. The costs of such audits will be borne by Contents. Contents, therefore, processes data in compliance with the above instructions, any annexes and the prescriptions contained in EU Regulation 2016/679, as well as in compliance with the security requirements established for the provision of the individual Services.

17.5 By signing this document, and without prejudice to what may be expressly provided for in this regard in the other Sections of these Terms and Conditions, the data controller authorises Contents to use its sub-processors (or authorized to process them), such as third party providers for the provision of services (assistance, maintenance, provision of additional services, suppliers of electronic communication networks and services) connected to the service requested, acknowledging and accepting that this may involve the processing of data by them.

17.6 For the purposes of appointing a sub-processor Contents shall ensure that:

1. The sub-processor shall only access the Controller’s data to the extent required to perform the obligations delegated to it in accordance with these Conditions;
2. The sub-processor undertakes the obligations as set out in article 28 of the EU Regulation 2016/679;
3. Contents shall remain liable to the Controller for all obligations undertaken, including in relation to the activities delegated to the sub-processors.

17.7 The appointment as Data Processor and the relevant clauses shall have the same duration as the duration of the existing contract between the Controller and Contents in relation to the chosen Service (without prejudice to Contents’s ability to further process Third Party Data and the Client’s data up to the limitation period of their rights that it may possibly enforce against the Client in the event of a dispute between them).

18. Applicable Law and Jurisdiction

18.1 The Contract shall be governed exclusively by Italian law.

18.2 For any and all disputes relating to the interpretation, execution and termination of this contract, the Court of Milan shall have exclusive jurisdiction, except in the case where the Client has acted and concluded this contract as a Consumer for purposes unrelated to the entrepreneurial or professional activity carried out; in this case the Court of the place where the Client has his/her residence or domicile, if located in the territory of the Italian country, shall have exclusive jurisdiction.

Pursuant to and for the purposes of Art. 1341, the provisions of articles 4, 6, 7, 8, 11, 12, 13, 14, 18 and articles 2 and 4 of the Special Conditions of Section 2 are expressly approved in writing.

SECTION 2 – Particular Conditions for the “Content Creation” Service

1. Definitions

The terms below shall have the following meanings:

Author means the third party, not employed by Contents, to whom the creation or review of Content generated by the Content Creation Services is sub-contracted.

Content means the content, article, or written document prepared by Contents (or Authors) at the request of the Client.

Content Creation Service means any of the Services implemented by Contents that, because of the way they are performed, require the contribution or work of an Author

2. Requesting and performing the Content Creation Service

2.1 In requesting the Content Creation Service, the Client must provide Contents with the guidelines and all the information (any SEO indications, other details, etc.) necessary to deliver a Content in line with their needs and expectations. Once the Client has made the request on the platform, it cannot be changed (e.g. changes to the guideline, delivery data, price, etc.)

2.2 Contents undertakes to precisely follow the instructions contained in the guidelines provided by the Client. The client acknowledges that in the context of the execution of the Content Creation Service, Contents may appoint third-party authors for the realization of the requested Service. In no case, Contents assumes responsibility for the work of such third party Authors, also in relation to the truthfulness and compliance of the content written by the Author with the applicable legislation (including in terms of copyright). Therefore, it will be the responsibility of the Author to use secure sources and of the Client to check for any conceptual and formal errors.

2.3 From the moment of the request for provision of the Content Creation Service, the Client is given a maximum delivery date. Contents does not guarantee delivery by the date indicated if:

1. The implementation of the Content is abandoned or not taken over by the Authors;
2. The guidelines are not clear;
3. Technical bugs/faults of the platform itself occur.

2.4 The Client is entitled to approve, request revision (up to a maximum of three times) or reject the Content. If the Client opts for a request for review, they have the right to request corrections or improvements to the Content received within 48 hours of receipt of the Content, specifying the type of change to be made. Contents shall have no less than 24 hours to make the appropriate changes. If the Client does not request a revision or does not expressly refuse within the aforementioned period of 48 hours, the Content shall be deemed to have been accepted.

3. Acceptance or Rejection of the Content

3.1 The Client may approve or reject improved and enhanced Content pursuant to paragraph 2.4 above within 96 hours. In the event of failure to expressly reject the enhanced or improved Content, it shall be deemed to be accepted.

3.2 The Client may only reject (and not pay for) Content if Contents is in breach of its obligations (e.g. serious and repeated grammar and syntax errors, content not relevant to what was requested). Reasons for non-compliance must always be validated and accepted by Contents.

4. The Authors

4.1 The Author does not own any rights on the text or content to be used by the Client, as they have assigned the rights of exploitation (and as far as possible of authorship) to Contents against payment of the sum agreed between the Author and Contents.

4.2 Contents in the sale of the Content Creation Service in turn assigns to the Client the rights mentioned in paragraph 4.1 above that it has acquired from the Author. The Author works as a freelance ghost writer.

4.3 In any case, the Client is prohibited from contacting the Author directly for the period of the relationship between the Parties and for 12 months thereafter.

4.4.  It is understood, however, for the avoidance of doubt, that copyrights which by law cannot be assigned by the Author to Contents cannot be assigned by Contents to the Client.