Terms And Conditions
BEFORE REGISTERING WITH THIS WEBSITE, PLEASE READ THESE TERMS AND CONDITIONS OF USE OF MOSAICOON APP (HEREINAFTER: “TERMS AND CONDITIONS” OR “AGREEMENT”), AS WELL AS THE WEBSITE’S GUIDELINES (HEREINAFTER: “HANDBOOK”) AT THE ADDRESS HTTPS://LAB.MOSAICOON.COM/CREATORS-HANDBOOK/.
WITH THE REGISTRATION, ANY USER HEREBY DECLARES TO HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS AND AGREES TO OBSERVE ITS PROVISIONS. THE USER DECLARES TO HAVE REACHED THE AGE OF MAJORITY AND BE CAPABLE OF CONTRACTING TO CONCLUDE AND EXECUTE THIS AGREEMENT. IF THE USER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, IT IS REQUESTED TO NOT REGISTER TO THE WEBSITE AND TO NOT USE IT. IF THIS AGREEMENT IS CONCLUDED IN THE NAME OF COMPANY, INSTITUTIONS, ASSOCIATIONS OR OTHER ORGANIZATIONS (HEREINAFTER “INSTITUTION”), THE USER DECLARES AND AGREES TO OWN THE POWER OF REPRESENTATION AND TO BE LAWFULLY AUTHORIZED TO THE CONCLUSION OF THE AGREEMENT IN THE NAME AND ON BEHALF OF THE INSTITUTION.
These terms and conditions regulate the use of “Mosaicoon App” (as below defined), as well as the relationship between “Mosaicoon S.p.A.”, with registered office at via Nazionale 42, Isola delle Femmine (Palermo), Italy, VAT no. 05866440828, REA no. 280967, deliberated Share Capital: € 484.497,14, subscribed and paid up Share Capital € 424.915,92, (hereinafter referred as “Mosaicoon S.p.A.”), and/or “Mosaicoon Pte ltd.” (company controlled by Mosaicoon S.p.A.), with office in the Republic of Singapore, 10 Hoe Chiang Road #06-03 Keppel Towers 089315, register no.:201605183 (“Mosaicoon S.p.A.” and “Mosaicoon Pte ltd” hereinafter jointly referred as “Mosaicoon”) as Service Provider, and its “Users” (as below defined).
The Terms and Conditions are composed of the following sections:
- 1. Definitions;
- 2. Premises;
- 3. Scope;
- 4. Mosaicoon App’s Services;
- 5. Access to Mosaicoon App;
- 6. Functioning of the Mosaicoon App;
- 7. Users’ Obligations and Liabilities;
- 8. Fees and Payments;
- 9. Trademark and Intellectual Property Rights;
- 10. Mosaicoon’s limitations of Liability;
- 11. Indemnification;
- 12. Amendments to Services and/or Terms and Conditions;
- 13. Term, Withdrawal and Termination;
- 14. Non-Circumvention;
- 15. Penalties;
- 16. Data Protection;
- 17. Miscellanea.
For the purpose of these Terms and Conditions:
- a) Mosaicoon App, or App or Website: means the technology platform reachable at the following URL: app.mosaicoon.com – developed by, and belonging to Mosaicoon S.p.A., whose aim is to connect Clients, hereinafter Buyer/Guest, with a network of creative experts, video-makers and editors, hereinafter jointly referred as “Creators”, in order to create, customize and use the Video Projects published on the Website for the creation of video campaigns. Mosaicoon S.p.A. licenses the use of Mosaicoon App to Mosaicoon S.p.A subsidiaries, including for example “Mosaicoon Pte ltd”;
- b) Content/Contents: means any material, video, file, document, image, name, object, person and any other element mentioned, uploaded, downloaded and/or in any way shared by the Users on Mosaicoon App;
- c) Rights: means all rights, including copyright, property and/or related rights, and any other intellectual property rights that may exist or not on the Contents created and/or provided by Users and on every single part of it. Without limitation to the above, such Rights include – by way of example but not limited to – the exclusive right to publish, reproduce, show, edit, perform, distribute, broadcast (even remotely – on telematic networks and on the Internet), adapt, modify, translate, create works originating from, or use, transfer license and/or to license – either for free or for consideration – Video Projects or parts of these to third parties, worldwide, for whatever reason, in any format whatsoever, including in electronic format, with any means whatsoever and through whatever distribution channel on the web, website (including containers of third party products such as YouTube or Vimeo) and social media, including broadcasting through television receivers or audio equipment in public houses, bars etc. or areas open to the public, or at public campaign and events, exhibitions, points of sale and/or in companies, with the sole exclusion of the distribution rights on TV, Radio or Cinema, as well as the Press;
- d) Creator/Creators: means any natural person and/or legal entity entitled to access and use Mosaicoon App – that requires the publication of one or more Video Projects on the App with the aim to show it/them and transfer it/them through the Website according to the terms and conditions specified hereinafter;
- e) Buyer/Buyers: means any natural person and/or legal entity entitled to access and use Mosaicoon App that purchases one or more Video Projects and/or one or more Options in the context of its business or the commercial, professional or craft activity performed;
- g) Party/Parties: means collectively Mosaicoon, Creator, Buyer and Guest;
- i) Private Area: means the personal account of each User on the website which collects all the personal information provided by each User during the registration process, aimed at managing the own profile and portfolio of Contents and Video Projects ordered, uploaded, downloaded, transferred and/or purchased by the User through the website;
- j) User/Users: means collectively Creator/Creators, Buyer/Buyers and Guest/Guests;
- k) Portfolio: means the collection of the works previously developed by the Creator, including visual materials (photographs, files, images, contents, videos, showreels, etc.) accessible through an ad-hoc link and enhancing the professional qualifications of the Creator;
- l) Video Price: means the overall consideration for the transfer of Rights on the Video Project, indicated by the Creator at the time of uploading the Video Project on the Mosaicoon App and in accordance with the maximum costs suggested by Mosaiccon App, in compliance with what is set forth in Section 6.5 hereinafter;
- m) Catalogue: means the section of the Website that includes all Video Projects;
- n) Project Video or Essential/Essentials: means an audio-visual content that Creators produce and upload to the Catalogue, which, whenever it is selected by a Buyer/Guest, will be customized by means of the Branding Options and/or through the application of “Custom Options” (as defined below) required by the Buyer/Guest;
- o) Branding Option/Options: means the options available to customize a Video Project, by adding materials provided by the Buyer/Guest such as but not limited to: brand logo, cover or back cover, etc.;
- s) Option/Options: means the set of options, previously defined in o), p), q) and r). The list of Options for each Video Project shall be available on the relevant page of the Website;
- t) Mosaicoon Specialist: means any qualified natural person and/or legal entity responsible for providing Buyer/Guest support within Mosaicoon App when using Mosaicoon App in creating video strategies, as well as in identifying the Video Project that answers more the Buyer/Guest’s needs;
- u) Support Center: means the section of the Website, which collects all support and/or assistance information for Users. This section includes, for example, FAQs, Handbooks, user guides, in-depth articles, a contact form available at the URL: https://support.mosaicoon.com/it, etc.;
- v) Sonar: means a software developed by Mosaicoon S.p.A., which is based on a proprietary algorithm that can measure the ability of a brand to effectively communicate through various video contents and determine its potential for video strategy in the short and long term;
- w) CPV+: means the pricing model for Media Options (Smart Planning Facebook &Instagram, Smart Planning Youtube and Games, Smart Planning Websites&app) based on video content views;
- x) Tracking: means the multi-channel analysis platform developed by and belonging to Mosaicoon S.p.A. that allows Buyer/Guest to measure the results of video campaigns purchased through Mosaicoon App;
- y) Project Dashboard: means the access point – located in the User Private Area – to the management and monitoring features of each Video Project within the Website.
- z) Cart: means the Website section summarizing the order and including an indication of the products and services required by the Buyer through Mosaicoon App, as well as their prices.
- i) Guest/Guests: means any natural person and/or legal entity entitled to access and use the Mosaicoon App through a limited Private Area. The Guest User can visit and use only certain sections of the App, such as, but not limited to, the Catalogue, the Options, the Collection, etc., without however being able to proceed directly to the purchase of Video Projects through the App, but having to contact Mosaicoon for this purpose;
- ii) Collection/Collections: means a functionality of Mosaicoon App that allows Buyer and Guest Users to select and save in a personal list reconnected to their Private Area (“My Collection”) some Videos published in the Catalogue, with the purpose of being able to view them easily or share them with other users of the App.
- 2.1 The above premises and definitions form an integral part of these Terms and Conditions.
- 3.1 These Terms and Conditions regulate the use of Mosaicoon App and the relationship between Mosaicoon and i. Creators acting as the sellers of Contents available on Mosaicoon App, and ii. Buyers acting as purchasers of the Contents available on Mosaicoon App, and iii. Guests acting as users/customers with limited access to the functionalities of the App.
4. Mosaicoon App’s Services
- 4.1 Mosaicoon App aims to facilitate the online meeting of the Users for the integrated management of the whole process of creation and customization of Video Projects.
- 4.2 Following the exact fulfillment of the obligations of these Terms and Conditions, Mosaicoon makes Mosaicoon App available for the Users, along with the related technology which is used by Users for the management of the process of video campaigns.
- 4.3 Mosaicoon reserves the right to amend, at any time, the Options provided to Users through the Website.
- 4.4 Unless explicitly specified otherwise in the Website or in relation to some Options, Mosaicoon’s activity is limited to facilitate the availability and the use of Mosaicoon App and its services to the Users. Mosaicoon does not control or modify the Contents and/or the Video Projects in any way shared, uploaded and downloaded by the Users. Therefore, Mosaicoon is not responsible for and disclaims any and all liability related to such Contents, Video Projects and their use by the Users and/or any third parties related to them.
- 4.5 Besides Mosaicoon Pte ltd., Mosaicoon may have subsidiaries and affiliates companies worldwide (“Affiliates and Subsidiaries”), meaning all institutions, companies, ventures or legal entities that are controlled by Mosaicoon S.p.A. or are subject to joint control with Mosaicoon S.p.A.. The term “controlled” means the power to direct the management of the specific institution. These companies should provide the users with services on behalf of Mosaicoon S.p.A. itself. Users acknowledge and agree that Affiliates and Subsidiaries will have the right to provide the services provided under these Terms and Conditions.
5. Access to Mosaicoon App
- 5.1 The access to and the use of Mosaicoon App is voluntary, and allowed only to registered Users.
- 5.2 By subscribing to the Website, so that to have access to Mosaicoon App and/or use it in any way, Users agree to observe these Terms and Conditions. Therefore, Users must read these Terms and Conditions carefully before accessing or using in any way the Website. Users acknowledge and declare to be aware that the acceptance of these Terms and Conditions will impose certain rights, obligations and restrictions.
- 5.3 To access Mosaicoon App and use its services, Users must previously create their online account and provide all the identification information as required by the registration form provided within the Website. Creators, in order to subscribe to the Website, must also provide a link to their own “Portfolio”.
- 5.4 By registering on Mosaicoon App, Users agree to :
- i. provide clear and accurate identification information, proving in particular – if natural person – to have reached the age of majority, and not to create an account for anyone other than themselves;
- ii. provide complete, correct and true data; and to update such data to keep them complete, correct and true, assuming any and all liability in relation to them pursuant to articles 2, 46, 47 and 76 of the Presidential Decree n. 445 of December 15, 2000 and any other regulation in force or applicable from time to time;
- iii. keep their credentials (usernames and passwords) strictly confidential and not to disclose or share them with anyone;
- v. not to transfer their personal account to anyone without prior written permission of Mosaicoon.
- 5.5 By registering, Users acknowledge that any information that turns out to be false or libellous may trigger the take down of their personal account, without prejudice to any further liability under the rules referred to in point 5.4 (ii) above.
- 5.6 During the registration process, Users shall provide a personal email address, necessary for the activation of their Private Area (the “Registration Address”). Such email address will be used for any communication addressed to Mosaicoon and related to the use of Mosaicoon App. In case Users want to use another email address to receive communication, they have the possibility to indicate an alternative address in section “Profile” of their Private Area.
- 5.7 At the end of the registration process, Users will receive the credentials in order to access their Private Area on Mosaicoon App and use it and its services. After the first login, Users have to change their credentials.
- 5.8 Users will be the sole responsible for the management of their Private Area and for the activities carried out on and through it, even if carried out by third parties. Users shall immediately inform Mosaicoon if they become aware of any unauthorized use of their personal account.
6. Functioning of Mosaicoon App
- 6.1 When uploading any Video Project, the Creator will provide the relevant information as described in Section 6.4 below in order to facilitate the identification of Video projects of particular interest to the Buyer/Guest.
- 6.2 The uploading of a Video Project by the Creator will be intended as an “irrevocable Offer”, in accordance with article 1329 of the Italian Civil Code, to enter into an agreement with the Buyer/Guest who selects one or more Video Projects published in the Catalogue in order to purchase it/them via Mosaicoon App. The Creator cannot revoke its Offer, except for any request to remove Content from the Website, or withdraw it, to be effected in the terms of Section 6.13 and 13.2 below.
- 6.3 For each Video Project published on Mosaicoon App and not yet selected by a Buyer/Guest, the Creator is allowed to upload and/or maintain the same Video Project on other technology platforms other than the Website, as well as to convert into cash its views exclusively until the subscription to the Agreement referred to in Section 6.8 below. Any breach of this clause may result in the payment of the penalties referred to in Section 15 below.
- 6.4 During the uploading process of a Video Project, the Creator should provide specific information related to the Video Project, including by way of example but not limited to, subject, categories (i.e. nature, design, music, technology, etc.), duration, delivery time, Video Price, Custom Options made available, etc. Each Custom Option made available will have a corresponding implementation timing (hereinafter referred to as “Delivery Time”). In relation to each Custom Option made available by the Creator, an additional fee may be charged by the Creator, which in case of selection by the Buyer/Guest, will be added to the Video Price. If the Creator, after having accepted Custom Options, refuses to execute them, where indeed selected by the Buyer/Guest, he/she undertakes to transfer the Rights on the Video Project with respect to the payment of the Video Price only and to waive explicitly, therefore, any further consideration, without prejudice to Mosaicoon’s right to request the penalty referred to in paragraph 15 as well as the compensation for any greater damages suffered as a result of the above refusal. The match-making system could automatically suggest the most common Buyer/Guest’s researches and trends which Creators may use in order to place their Video Project Offer more effectively within the Website. It remains understood that Creators are free to upload any kind of video content which does not conflict with Mosaicoon App’s policies, and/or with the features of video projects published within the Handbook.
- 6.5 At the time of uploading a Video Project by the Creator, the App will suggest general instructions with regard to the Video Price to be associated with the Video Project. Such information will be provided on the basis of the information referred to in the foregoing point and for the sole purpose of facilitating the commercialization of the Video Project.
- 6.6 To research and select a Video Project within the catalogues available on the App, Buyer and Guest should express some preferences, including by way of example, but not limited to, subject, duration, and choose the video categories of its interest. In any case, the Customer could look over the entire catalogue of video contents available on the App and choose every typology of video that fits his/her needs. Likewise, by selecting the Video Project, Buyer and Guest will be able to select one or more Branding and Custom Options from those made available from time to time in relation to each Video Project. It remains understood that the actual applicability of the Custom Options related to a given project is subject to additional costs, as well as to prior confirmation of availability of the Buyer by Mosaicoon App. Unlike the Options above, the Media Options and the License Options may be requested by the Buyer/Guest only upon completion of the purchase.
- 6.7 Through the functionality of the App, the Buyer/Guest can create a Collection in order to consult it at any time and/or to share it with other Users of the App. For details on the formation and use of the Collection, see the instructions from time to time provided by Mosaicoon and/or the App. In relation to certain Users, the App could allow the possibility to download the Video Projects published in the Catalogue or parts of these. It is understood that the Video Projects downloaded according to this paragraph, shall be provided in any case with low resolution, covered by Watermark, not removable in any case and only for the uses and duration indicated from time to time by Mosaicoon and/or the App. In relation to the materials above, any different use and not expressly permitted by Mosaicoon and/or the App is expressly forbidden.
- 6.8 If the Buyer/Guest decides to purchase a Video Project uploaded in the Catalogue and/or one or more Options from those made available in relation to the Video Project, or to request the creation of any content derived from the Video Project (hereinafter referred to as “Derived Contents”), he/she commits to send the Purchase Order to Mosaicoon, delegating it to carry out all the formalities related to the conclusion of a separate agreement with the Creator (hereinafter referred to as “the Agreement” or “Mosaicoon App Creator General Terms and Conditions”) for the acquisition, under the terms and conditions best described in such Agreement, of products and/or services that the Buyer/Guest intends to acquire. In the same time, the Creator hereby agrees (i) to enter into the agreement above; (ii) to remove, not to offer, to disclose, to sell and/or otherwise make the Video Project and/or any further materials or audio-visual contents created under the Agreement available to third parties through any other channels of distribution or publication. It remains understood that, should the Agreement cover the creation of Derived contents derived from the Video Project uploaded to the Catalogue but not the purchase of the Video Project as uploaded to the Catalogue or the Video Project integrated with any Options selected by the Buyer/Guest, the Video Project will remain published in the Catalogue and the Creator will be entitled to use it in accordance with the foregoing point 6.3 The conclusion of the Agreement above by the Buyer/Guest will be intended as the acceptance of the irrevocable Offer made by the Creator as described under paragraph 6.2 above. In case the Creator will refuse to enter into such Agreement, for example by refusing to provide the Buyer/Guest with the selected Video Project or to add the Options made available and/or by violating the content of point 6.8, the Creator will be subject to the payments of the penalties set forth in section 15. below.
- 6.9 The execution of the Agreement above implies the acceptance by the Buyer/Guest of the “Mosaicoon App Customer General Terms and Conditions” aimed, inter alia, at regulating the provision of any products and/or services to the Buyer/Guest by Mosaicoon App at its request.
- 6.10 Under this agreement, the performance of each Video Project could be monitored by the Buyer via the Project Dashboard of the Video Project.
- 6.11 Once the Video Project has been selected by the Buyer/Guest, he/she must deliver, along with the order, all the relevant materials to be implemented in the Video Project for the execution of the Branding Options. When completing the order and before making the payment, If the Buyer may request the “Cart Reservation”. In this case, other Buyers/Guests may not purchase the Video Project for a period of 7/14 days (that is 21 days), depending on the time interval selected by the Buyer. Such service will be subject to additional costs from time to time indicated when selected.
- 6.12 Except as provided under section 6.8 above, it remains understood between the Parties that Mosaicoon will play no role in connection with the Agreement, and Mosaicoon does not guarantee and it cannot be considered responsible for the fulfillment of the obligations which are upon the Creator and the Buyer/Guest under the Agreement.
- 6.13 At any time, the Creator may require Mosaicoon to remove any Video Project uploaded on the Website, with a notice of 14 (fourteen) days (Period of Notice), by sending a written communication following the procedure specified in Section 17.5 below. During the Period of notice, the Video Project will remain uploaded to the App and will be available for its selection and purchase by the Buyer/Guest without the Creator being able to oppose it. During this Period of Notice, the Video Project will be removed from the Website.
7. Users’ Obligations And Liabilities
- 7.1 By accepting such Terms and Conditions Users agree not to:
- i. use the Website for purposes which are in contrast with any applicable law, regulation, order and/or provision issued by a competent authority, and/or with these Terms and Conditions;
- ii. upload on the Website virus or any other code which may cause damages to it;
- iii. use the Website in a way which might determine damages to it;
- iv. collect and spread personal information of other Users or any other information which might be deemed confidential or covered by trade and/or industrial secret.
- 7.3 By accepting such Terms and Conditions, Users agree to not upload and/or in any way share on the Website Contents that:
- i. infringe third party’s intellectual property rights (including, but not limited to, copyrights, trademarks, rights of publicity, patent, trade secret, design and know-how) or any other rights;
- ii. infringe any applicable law, regulation, order, provision issued by a competent authority;
- iii. constitute marketing communication or spam;
- iv. contain pornographic and/or child pornography material and/or, in any case, are obscene, vulgar, offensive, violent, defamatory, false, abusive, discriminatory with respect to race, sex and/or religion, personal and/or political choices or are in any case detrimental or in any way able to produce damages of any kind towards third parties;
- v. instigate hate, conflict, intolerance and/or encourage third parties to commit illicit conduct, and/or criminal offense of criminal or civil liability.
8. Fees and Payments
- 8.1 The payment of all fees and amounts due for, or otherwise associated with, a Video Project are required to be made in accordance with these Terms and Conditions and any possible and separate agreements between the Parties. All payments relating to products and/or services of the App will be made by bank transfer and/or credit card. For financial transactions, Mosaicoon may use the “Stripe” external payment platform, owned by Stripe Inc..
- 8.2 The Buyer agrees to pay to Mosaicoon the amounts due for the selected Video Project and for any additional paid services, such as but not limited to: Options, Cart Reservation, etc. as well as any fees due as consideration for the management and maintenance services of the App. It is understood that, before completion of each order and the relevant payment, the Buyer will be able to view a Website page summarizing all the costs related to the services and products put in the Cart.
- 8.3 With reference to the Video Projects, Mosaicoon will transfer to the Creator – in the terms better specified in the Mosaicoon App Creator General Terms and Conditions – the Video Price related to the Video Project, reduced by a fee (Intermediation Fee) of a variable percentage value included between 0% and 20% of the Video Price, which will be withheld by Mosaicoon by way of consideration for the intermediation service provided by Mosaicoon App. It remains understood that the exact amount of the Intermediation Fee will be determined by the App – within the above-mentioned percentage values – based on objective parameters related to each Creator, such as, by way of example, Video Price amount, quantity of Video Projects published in the Catalogue, available Options, etc. (the greater will be such parameters, the smaller will be the Intermediation Fee to be applied). For all the details on the Intermediation Fee please refer, in any case to what is indicated from time to time within the Handbook.
- 8.4 Users are the sole responsible for the truthfulness, completeness and accuracy of the information provided or required to make and/or receive the payment.
- 8.5 Users should pay any taxes, levies and financial charges due for any reason in relation to the use of Mosaicoon App and its services as required by Italian law and/or any other applicable law.
- 8.6 Any objection about payments made and executed in accordance with these Terms and Conditions should be addressed by the Users to Mosaicoon at email@example.com within 10 (ten) days from the date of the contested payment. Once this term has elapsed, no further claims may be brought against Mosaicoon in this respect.
9. Trademark and Intellectual Property Rights
- 9.1 The website and all other contents and materials within it, including, but not limited to, logos, “Mosaicoon” and “Mosaicoon.com” trademarks, and any other brand or service name contained in Website, as well as all design, text, graphic, image, data, software, audio and video file, their selection and management, including the manner in which they are combined together within the Website, patents, commercial secrets, know-how (collectively, “the Site Material”) are alternatively owned by Mosaicoon or licensed by any third party at Mosaicoon and are protected by copyright, trademark rights and other intellectual property rights. Moreover, the image of the Website, custom graphics, button icons, and scripts are trademarks of Mosaicoon. All materials mentioned in this section may not, in any way and for any reason, be downloaded, copied, reproduced, modified, distributed, transmitted, spread, displayed, marketed, licensed, or otherwise exploited without the prior written consent of Mosaicoon or their respective owners.
- 9.2 Mosaicoon reserves all rights not expressly granted on, and with respect to, the Content of the Website.
- 9.3 By uploading or providing Mosaicoon with any Content to the Website at its sole discretion, Users hereby grant Mosaicoon with a nonexclusive, royalty-free, worldwide, transferable, irrevocable license in order to use, reproduce, publish, communicate to the public, translate, distribute, display, synchronize, create Derived Contents and otherwise exploit the Contents, or the individual parts of which they may be composed, on any distribution or publication channel in connection with the management of the App and for marketing, business and public relations purposes of Mosaicoon.
- 9.5 By uploading at its own discretion each Video Project within the website, the Creator agrees grants to Mosaicoon and its subsidiaries the following non-exclusive license: a right valid worldwide, transferable, sub-licensable to publish, reproduce, display, revise, execute, distribute, spread even remotely (on computer networks and internet), adapt, modify, translate, create works derived from, otherwise use the Video Projects and/or parts of them, provided through the Mosaicoon App, without any further consent, announcement and/or remuneration from or to the Creator or from or to third parties in relation to the management of the App as well as for marketing, commercial and promotional purposes of Mosaicoon. Hence, the User undertakes not to offer or, however, disclose in any way or to make otherwise available to third parties – except as provided by the following point. 9.6. Video Project downloaded or, however, provided to Mosaicoon at the time of its download. The Creator can suspend the superior license for a specific content by requesting the removal of the Content as referred to in the previous point 6.13 – or in general by requesting the Deletion of the Personal Account, except (a) in so far as they shared it with third parties as part of its participation to the App and these Users have copied, shared again or archived it and (b) for the reasonable period of time necessary to delete it from the backup and other systems, estimated in a period of time not shorter than 14 (fourteen) days.
- 9.6 Furthermore, when uploading each Video Project within the App, the Creator, as of now, undertakes to conclude the Agreement for the transfer of all rights – as referred to in point 1 letter c of these Terms and Conditions related to each Video Project uploaded and/or other audiovisual content which they might possibly create. It is understood that as they sign the agreement above, the license granted by the Creator to Mosaicoon, as referred to in the previous point 9.5, will cease to have effect and Mosaicoon will become permanent and exclusive holder of all Rights, as defined above, related to the Video Projects provided by the Creator, with the resulting prohibition for the Creator of offering or, however, spreading in any form whatsoever or otherwise making the Video Project available to third parties, failing which the penalties laid down in the following paragraph 15. are applied and except for the compensation of additional damages.
- 9.7 Creators represent and warrant that they exclusively own or in any way control all rights related to the Contents, their Portfolio, Video Projects uploaded to the Website or otherwise provided to Mosaicoon, and own all rights, licenses, consents and releases that are necessary to grant to Mosaicoon and those entitled under it, within the limits set forth under paragraph 9., the Rights in such Contents, Portfolio, Video Projects and Format Video, including but not limited to the releases and permissions from any and all third parties appearing in the Video Projects for the full and free use of their personal data, their image, voice, likenesses, and any other third party-owned elements as necessary in and as part of the free, peaceful and full use and/or exploitation, including for commercial purposes of Contents, Portfolio, Video Projects as contemplated under these Terms and Conditions. Creators represent and warrant that the Contents posted, uploaded, published, submitted, transmitted or in any way shared on or through the Mosaicoon App will not infringe, misappropriate or violate third parties’ copyrights, patent, trade secret, trademark, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
- 9.8 If the Creators, for any reason, would not be able to license and/or assign the Rights related to the Contents, Portfolios, Video Projects, and/or to give all or some of the warranties set forth under these Terms and Conditions, Users could not send, upload, download or in any other way share any of the above mentioned materials within the Mosaicoon App.
10. Mosaicoon’s limitations of Liability
- 10.1 While using the website, the User may encounter contents of information which might be inaccurate, incomplete, tardive, misleading, illegal, offensive or otherwise damaging. In general, Mosaicoon does not examine the contents provided by its Users or third parties. In particular, in the management of the App, Mosaicoon acts as an hosting provider, as referred to in article 14 of E-Commerce Directive and confirmed by art.16 of the Legislative Decree no. 70, which transposed this Directive into Italy, being a mere intermediary between Creators and Buyer/Guest. Mosaicoon has no general obligation to monitor the Contents, nor a general obligation actively to seek facts or circumstances indicating illegal activity on the Mosaicoon App.
- 10.2 The User agrees that Mosaicoon is not responsible for the Contents or information of third parties (including those of the other Users), or for any possible damages resulting from the infringement of rights of third parties related to the Contents and/or the Portfolio, and/or the Video Project and, in general, to any material uploaded on the Website or otherwise provided by the Users, and that it shall be held liable only for damages that will be an exclusive, immediate and direct consequence of an intentional misconduct or gross negligence in the performances of the services provided on the Mosaicoon App.
- 10.3 To the maximum extent provided under the applicable law, Mosaicoon shall not be held liable for delays, malfunctions and/or interruptions arising out of: a) force majeure; b) tampering or intervention by Users or unauthorized third parties; c) misuse of the Mosaicoon App by Users during the upload of the Video Project; d) violation of these Terms and Conditions by Users. Mosaicoon shall not be held liable towards Users, people directly or indirectly connected to Users and/or third party for damages, loss of data or costs suffered of any type, including, but not limited to, direct, indirect, accidental, special or consequential damages, loss of data, revenue, profits, earnings, start-up as a result of malfunction, suspension or interruption of the Mosaicoon App, unless directly indictable to Mosaicoon’s fraud or gross negligence.
- 10.4 Mosaicoon S.p.A, as an online venue for the posting and delivery of Video Projects by Creators and Buyer/Guest, does not source or delivers Video Projects itself, therefore it has no liability for the Video Projects delivered under the agreement and the sole recourse shall be against the Buyer/Guest, to the extent you are the Creator, and to the Creator, to the extent you are the Buyer/Guest.
- 10.5 To the maximum extent provided by the applicable law, neither Mosaicoon nor anyone else involved in the creation or maintenance of the Mosaicoon App should be held liable for any direct, indirect, incidental, special or consequential damages in contract, as well as for loss of earnings or loss of profits that may result to the Users or to any third party related to them as a consequence of the use, misuse or inability to use the Mosaicoon App.
- 10.6 Mosaicoon cannot and does not promise, guarantee or warrant that the Contents will be free from viruses, worms, Trojan horses or other code that may be destructive. Users are responsible for implementing sufficient safeguards for themselves.
- 10.7 Within the limits of the law, Mosaicoon (i) does not recognize any implicit guarantee and insurance (e.g. guarantees in relation to marketability, eligibility for a specific purpose, accuracy of data and absence of infringement); (ii) it does not guarantee that services will work without any error and/or technical failure and (iii) and provides the service (including contents and information) “as it is” and “as it is available”.
- 11.1 Users shall indemnify, defend, protect and hold Mosaicoon, its contractors, suppliers and licensors, and their respective directors, officers, employees and agents harmless from and against any liabilities, claims, damages, losses, costs and expenses (including reasonable attorney’s fees and costs) and causes of actions arising out of or in connection with (i) any violation of these Terms and Conditions or of any national or international regulation applicable; (ii) any incorrect use or misuse of the App; (iii) any violation of third parties’ rights, as described under sections 9 and 10; (iv) any statement or warranty released by the Users in relation to the use of the App; (v) any uploading to the Website of Contents contrary to any applicable law and/or these Terms and Conditions.
- 11.2 Mosaicoon will give written notice to the Users about any claim, lawsuit or action in relation to which the Users shall indemnify or hold harmless Mosaicoon. Users agree to provide the maximum co-operation for the defense from any claim. Users shall give written notice to Mosaicoon of any requests regarding the compensation for damages, proceedings or legal actions lodged by third parties against the Users in relation to the Contents and/or the Portfolio and/or the Video Projects in any way shared on and through the App, for which Users should indemnify and hold harmless Mosaicoon.
12. Amendments to Services and/or Terms and Conditions
- 12.2 In case of amendments made during the production and/or the delivery of a Video Project, Users will be bound by the revised Terms and Conditions, if such amendments will be accepted when and as described under paragraphs 12.1 above.
- 12.3 The User agrees that Mosaicoon is not obliged to hold a copy of these Terms and Conditions effective at the time each User entered into these Terms and Conditions. Therefore, Users are invited to save or print a copy of such Terms and Conditions for future use or reference.
13. Term, Withdrawal and Termination
- 13.1 These Terms and Conditions shall be effective from the successfully completing of the registration process as described under section 5 of these Terms and Conditions and shall continue for an indefinite period of time, unless its termination in advance for any reasons included the withdrawal of one of the Parties.
- 13.2 The Users may withdraw from these Terms and Conditions at any time by sending a written notice to firstname.lastname@example.org through their Registration Address, requesting the cancellation of their personal account. These Terms and Conditions will be resolved within 14 (fourteen) days of the receipt by Mosaicoon of the written notice referred to in the preceding paragraph, subject to any obligations and rights arising from the Terms and Conditions in relation to the Content and services and activities provided prior to the termination of the Terms and Conditions.
- 13.3 Mosaicoon may withdraw from these Terms and Conditions at any time, suspend or terminate the functionality of the Website with immediate effect, by notifying the Users to the Registration Address, subject to the rights acquired by the Parties until the effective date of the termination.
- 13.4 In the event of withdrawal, Mosaicoon retains the right to use, pursuant to what is set out under section 9, the Video Projects uploaded by the Creator to the Website, until the effective date of termination.
- 13.5 By terminating these Terms and Conditions, the right to access and use the App and its services will terminate with immediate effect.
- 13.6 Any infringement by the Users of the obligations set forth in sections 5. (“Access to Mosaicoon App”), 6. (“Functioning of the Mosaicoon App”), 7. (“Users’ Obligations and Liabilities”), 8. (“Fees and Payments”), 9. (“Trademark and Intellectual Property Rights”) and 11. (”Indemnification”) of these Terms and Conditions will be considered a fundamental breach of them and will entitle Mosaicoon to terminate these Terms and Conditions pursuant to section 1456 c.c., without prejudice of the Mosaicoon’s right to seek compensation for damages suffered against the Users as well as any other remedy provided by the applicable law.
- 13.7 In the event of termination or withdrawal of these Terms and Conditions, for any due cause or any imputable part, the provisions set out in sections: 7. (“Users’ Obligations and Liabilities”), 8. (“Fees and Payments”), 9. (“Trademark and Intellectual Property Rights”), 10. (“Mosaicoon’s limitations of Liability”), 11. (”Indemnification”), 14. (“Non-Circumvention”), 15. (“Penalties”), 17. (“Miscellanea”), several of these Terms and Conditions and in general all the provisions setting out obligations for the Users which are meant to remain in force even in the event of termination of these Terms and Conditions, shall remain in force between the Parties.
- 14.1 Users agree not to conclude the Agreement directly or indirectly aimed at purchasing Video Projects and/or services and/or content and/or materials of any kind, derived or, however, related to the Video Project outside of the Mosaicoon App. Any attempt to circumvent the Mosaicoon App may result in removal of the personal account within the App, as well as the payments of the penalties set forth in the paragraph 15. below, except for the Mosaicoon’s right to compensation for greater damage.
- 15.1 Pursuant to Section 1382 Italian Civil Code, Users shall pay to Mosaicoon an amount equal to the Budget of the Video Price and/or any other fees agreed with Mosaicoon, in the event of infringement of even just one of the following sections: 6.3, 6.4, 6.8, 9.6 and 14. of these Terms and Conditions, as a penalty for the damages caused to the correct functioning of the App, without prejudice to the right of Mosaicoon to claim any further damages.
- 15.2 Any amount due to Mosaicoon under this section shall be immediately due and payable by the Users to Mosaicoon.
16. Data Protection
- 17.1 These Terms and Conditions and the terms and conditions related to the specific services provided by Mosaicoon as referred in section 4. constitute the entire agreement between the Parties. In case of any specific agreement between Mosaicoon and each Creator, and/or Mosaicoon and each Buyer and/or Guest, the provisions included in such agreements shall prevail on these Terms and Conditions.
- 17.2 Nothing contained in these Terms and Conditions may be construed as constituting a partnership or joint venture of any kind between the Parties, or as directed to establish agency relationships, business procuration, supply, or incorporation, even de facto, between the Parties.
- 17.3 Each provision of these Terms and Conditions shall be treated separately and independently from the others. If any part or any provision of these Terms and Conditions is or become illegal, invalid or unenforceable, that part or provision should be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the validity of the remaining part of said provision or the remaining provisions of these Terms and Conditions.
- 17.4 These Terms and Conditions are construed and governed by the laws of the Republic of Italy, subject to compliance with the applicable law in the cases provided for by law. Users acknowledge and agree that any issues or disputes arising out in connection with the present Terms and Conditions will be submitted to the exclusive jurisdiction of the Court of Milano (Italy) and subsequent exclusion of any other alternately competent Court.
According to articles 1341 and 1342 of the Italian Civil Code, the User hereby declares to have carefully read, understood and severally and specifically agreed to the following provisions of these Terms and Conditions: n.4. “Mosaicoon App’s Services”; n.5. “Access to Mosaicoon App”; n.6. “Functioning of Mosaicoon App”; n.7. “Users’ Obligations and Liabilities”; n.9. “Trademark and Intellectual Property Rights”; n.10. “Mosaicoon’s limitations of Liability”; n.11. “Indemnification”; n.13. “Term, Withdrawal And Termination”; n.15. “Penalties”; n.17. “Miscellanea”.