Roundabout - Terms & Conditions

Terms & Conditions

General Terms and Conditions of Service

These General Terms and Conditions of Service (hereinafter "TOS") represent the conditions under which Roundabout Srl registered in the Turin business register with Tax Code and VAT number 12027720015 and registered office in Corso Castelfidardo 30 / a, 10129 Turin ( TO) (hereinafter "We" or "Roundabout"), provides its services (hereinafter the "Services") to users who register as Influencer (hereinafter the "User" or the "Influencer") through the Roundabout mobile application (hereinafter the "App").

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Roundabout reserves the right to modify these TOS at any time. In this case, it will notify the user using the e-mail address provided by him during registration or on the occasion of the first access to the site following the modification, and will ask the user to accept the new version of the TOS.

SECTION 1
General Terms and Conditions of Service for Influencers

1. Registration on the Platform

1.1 To access the Platform, the User proceeds with the first registration, using his / her active account on one of the social media indicated on the login page (hereinafter the "Social Media Account"); each subsequent access (hereinafter "Login"), Therefore, will take place through the use of one's Social Media Account which, therefore, will constitute the credentials for Login to the Platform (hereinafter the"Login Details"),

1.2 In the event that the Content Creator provides for the first registration through the use of Social Media belonging to organizations, entities, companies, foundations or in general to any entity having legal personality, the latter declares to have been authorized for this purpose, relieving Roundabout from any form of responsibility, direct or indirect, deriving from the improper use of the aforementioned Social Media.

1.3 At the time of registration on the Platform, and so that consent to the processing of personal data can be knowingly given, the Content Creator also declares to have the minimum age required by the national law DL 10 August 2018, n.101, which sets the aforementioned age at the age of 14 and the EU GDPR, which, by setting the aforementioned at the age of 16, refers to the legislation of the individual EU countries.

1.4 The Content Creator undertakes to keep its Login Details confidential and to immediately report to Roundabout any loss of exclusive control over them, taking note of the fact that, in the absence of such notification, it will be held responsible for any action and conduct implemented using such credentials.

1.5 Users are responsible for any damage and / or injury caused to Roundabout or third parties resulting from improper use of their Login Details. All operations carried out through the use of Login Details, except for the case referred to in Article 1.2 above, are considered to have been carried out by the User to whom these credentials are associated. Furthermore, the User agrees that Roundabout may use and trace, as proof of the operations processed, any data that can be found through the computer system, also for the purpose of guaranteeing the correct functioning of the Platform.

2. Duration of the contract and withdrawal

2.1 The Contract is intended for an indefinite period, without prejudice to the possible withdrawal of one of the parties, operated pursuant to the following art. 2.2.

2.2 The Influencer and Roundabout may at any time withdraw from the Contract by notifying the other party; Roundabout may withdraw by notifying the Influencer at the e-mail address provided by him at the time of registration, the Influencer by means of a communication sent by e-mail to the address contact@roundabout.pro. The withdrawal will be effective after 7 (seven) days from the communication to the other party, without prejudice to the right of the Influencer to the balance of fees already accrued under the conditions set out in art. 4. If the Influencer has joined an ongoing Campaign, the withdrawal will be effective from the end of the Campaign.

3. Use of Personal Data

3.1 The Influencer undertakes to provide Roundabout, at the time of registration, correct and truthful information and to keep it updated for the entire duration of the Agreement. Any damage or loss that may arise from failure to update the data (by way of example, failure to receive communications) will not be attributable to Roundabout.

3.2 The Influencer acknowledges and accepts that the registration to the App takes place using their account on one of the enabled social networks and that Roundabout may acquire from the same social network all the personal data indicated from time to time by the user himself.

3.3 The Influencer acknowledges and accepts that in order to allow him to use the services, Roundabout will have to elaborate his profile, which allows to measure his degree of "influence", on his social channels (social accounts and blogs), in relation to certain thematic areas (hereinafter "Profile"). The Profile thus elaborated will allow the Influencer to use the services offered by the App. The personal data provided by the Influencer at the time of registration and / or subsequently as well as those acquired, with his consent, from his social profiles, will be processed by Roundabout for the elaboration of the profile. The terms and conditions for the processing of such data are duly described in the privacy policy available at the following address: https://roundabout.pro/privacy.

4. Use of the App, acknowledgment, conversion or cancellation of the Roundabout Compensation

4.1 Roundabout operates exclusively as an intermediary, allowing users to use the App. The Influencer can join the initiatives (hereinafter "Campaigns") received, through the App, from advertiser companies (hereinafter "Brand"), in the manner and within the terms set forth in article 5 below. This activity and some of the supplementary activities offered by the App allow the Influencer to always obtain monetary compensation (hereinafter "Compensation").

4.2 For each activity to which the assignment of the Compensation is associated, the Influencer, before proceeding, will be able to know, in the area for each dedicated activity (campaign invitation), the amount of the Compensation recognized and the conditions for recognition .

4.3 At the end of the Campaign, Roundabout will eventually communicate to the Influencer the non-compliance with the participation rules and, consequently, the non-recognition of the compensation referred to in the previous point.

4.4 The monetary transaction with which the Compensation is awarded to the Influencer takes place after verification and confirmation of the advertising contents commissioned for a specific Campaign. Contents that do not reflect the guidelines and conditions of the Campaign brief and / or that damage the image of the Brand are not confirmed.

The Influencer can request the payment of the compensation accrued for participation in a Campaign through his personal area within the App, by issuing a regular receipt / tax invoice addressed to Roundabout, at the email address contact@roundabout.pro, indicating in the subject "name / surname influencer - campaign". Payment will be made within 30 working days of receipt of the tax document at the aforementioned email address, by bank transfer, made using the current account coordinates or the email address, made out to the Influencer, indicated in your personal area and reported in the tax document. It is understood that, if the Influencer does not request the payment of the sums accrued immediately after recognition, they will not accrue any type of interest and that any omitted sending and / or the presence of errors in the tax document or any data discrepancies will result in the postponement of the effective date of the payment deadline.

4.5 In case of withdrawal by one of the parties pursuant to art. 2 or termination of the contract pursuant to art. 9, the Influencer will only be entitled to the Compensation of completed campaigns (verified content) and not yet paid at that time.

5. Participation in the Campaigns

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5.1 Participation in the Campaigns is subject to the receipt of an invitation from the proposing Brand. The proposition of Campaigns by Brands takes place according to the Influencer Profile, therefore to his degree of influence in the thematic area of interest for the Brand. The Influencer can, at his own discretion, join the Campaigns in which he is invited to participate.

5.2 Participation in the Campaigns is governed by a document, prepared by the proposing Brand, which defines the conditions and rules for participation (hereinafter "Brief").

5.3 The Influencer acknowledges and accepts that the recognition of the Compensation for participation in the campaigns is subject to compliance with the rules and conditions defined at the discretion of the Brand with the Brief as well as the online maintenance of the contents published as part of the Campaign for the entire duration of the Campaign and for a period of not less than 3 (three) months from the conclusion of the Campaign itself or from the expiry of any extensions of its duration ordered by the Brand.

The Influencer who publishes content as part of a Campaign undertakes not to publish, in the following two days, further content on topics, goods or services similar to those covered by the Campaign and not to publish any type of content in the following four hours.

With reference to the contents published as part of the Campaigns, the Influencer acknowledges and accepts that the Brand may request up to two changes to such contents before their publication or within 48 hours of their publication.

At the end of the Campaign, Roundabout will eventually communicate to the Influencer the non-compliance with the participation rules and, consequently, the non-recognition of the Compensation.

6. Obligations and Responsibilities of the Influencer

6.1 The Influencer declares to have read the Guidelines on the use of the App. If the Influencer makes use of Services that allow the diffusion of his own contents through the App, he undertakes not to publish contents in violation of the law or the rights of third parties. In particular, the Influencer guarantees to have all the intellectual property rights on the published contents (by way of example, texts, images, photographs and audiovisual material), also for having acquired them from third parties in accordance with the regulations in force, as well as having acquired, where necessary, the necessary authorizations in compliance with the regulations on the processing of personal data. The Influencer also undertakes not to publish defamatory, offensive, illegal content through the App,

6.2 The Influencer undertakes to guarantee the confidentiality of information relating to the Campaigns of which he becomes aware when using the App. In particular, if the Influencer does not adhere to Campaigns proposed by the Brands through the App, he undertakes not to disclose information about the existence, conditions and rules of participation in said Campaigns.

6.3 Failure to comply with the conditions referred to in articles 6.1 and .6.2 will result in the non-recognition of any Compensation due for the Campaigns as well as one or more of the following penalties: 1) the immediate revocation of the Compensation already approved for the specific Campaign (if already recognized); 2) the lack of involvement in Campaigns for a period between 3 and 5 months. It is also understood that the violation of the foregoing and, more specifically of the provisions of the previous Art. 6.2, may expose the Influencer to possible compensation action brought by the Brand possibly damaged by the violation of the commitment to confidentiality.

6.4 The Influencer acknowledges and accepts that, if a product and / or an asset of any type to be tested is provided for participation in the Campaign, said asset must be used exclusively in the manner indicated and for the purposes specified in the Brief and , if specified, it must be returned at the end of the Campaign, as required by the Brief. It is understood that in the event of the Influencer not returning a good or product for which the return is expected, he will be deemed liable for an amount not less than the market value of the good or product itself.

6.5 The Influencer undertakes as of now to indemnify and hold Roundabout harmless from any request, including compensation, deriving, directly or indirectly, from the use of the App and / or from the publication of any content by the Influencer himself. or in any case through his credentials.

6.6 The Influencer who adheres to the Campaigns undertakes to report the advertising nature of the contents disseminated within the Campaign, marking the messages and posts with sufficiently explicit terms on social media in compliance with the Corporate Governance Code of Commercial Communication:

- For social posts they must always be entered within the first 3 hashtags (#):

# Advertising / # Advertising / # ad; Sponsored by / # Sponsored by; all always followed by the name of the brand. Or #ad together with #BrandName.

The Influencer acknowledges and accepts that, in the event of non-compliance with this condition, the remuneration referred to in art. 1.3. of SECTION 2, except for explicit exceptions agreed in advance to the publication of the Campaign and foreseen in the Brief of the same.

6.7 The Influencer who is invited to participate in Campaigns, even if he does not join them, undertakes to keep the information relating to the Campaign to which he has been invited, the proposing Brand and the conditions of participation confidential.

6.8 Failure to comply with the conditions referred to in articles 2.1 and 2.2 will result in the non-recognition of any compensation due for the Campaigns as well as one or more of the following penalties sanctioned at the sole discretion of Roundabout: 1) the immediate revocation of the compensation already approved for the specific Campaign (if already recognized); 2) the lack of involvement in Campaigns for a period between 3 and 5 months. It is also understood that the violation of the foregoing and, more specifically of the provisions of the previous Art. 2.2, may expose the Influencer to possible compensation action brought by the Brand possibly damaged by the violation of the commitment to confidentiality.

7. Intellectual property

7.1 The Influencer confirms that he is aware of the fact that all rights relating to the Intellectual Property of the proprietary App (for example those relating to texts, images, software of the App etc.) belong exclusively to Roundabout. For this reason, the Influencer declares that it does not have any rights on or in patents, copyrights, databases, trade secrets, trade names, registered trademarks (registered or not yet registered) or in any case on any other right or license relating to the App.

7.2 By joining the Campaigns, the Influencer grants Roundabout, with the explicit right for Roundabout to assign in turn to the Brand or media agency that represents it an exclusive license for the publication and for any other form of use of all contents sent and published by the Influencer through the services (by way of example, contents published as part of the Campaigns through their social accounts or sites owned by the Influencer), without any territorial and / or temporal limitation, without prejudice to the right to the Influencer to use the above contents for the purposes envisaged by the Campaign for which they were generated. This license is to be understood as remunerated, on a definitive basis, with the recognition of the agreed Compensation to the Influencer.

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8. Warranties and Limitations of Liability

8.1 Roundabout will make every reasonable effort to guarantee the Influencer continuous and uninterrupted access to the contents and services offered through the App but cannot, in any case, be held liable if one or more of the services provided or the contents placed on disposition of the Influencer are temporarily inaccessible. By way of example, Roundabout's liability for the interruption of services resulting from force majeure or for the malfunctioning of the services resulting from the incorrect functioning of telephone lines, electricity and global and / or national networks is excluded.

8.2 Furthermore, within the limits established by art. 1229 of the civil code, Roundabout cannot be held responsible for any direct or indirect damage suffered by the Influencer or by third parties as a consequence of the use of the App.

8.3 Roundabout assumes no responsibility, moreover, with reference to the truthfulness of data, news, information and, in general, of the contents disseminated through the App, the reliability and security of contents and links disseminated by third parties and the use of such data and content is done by the Influencer. In this regard, the parties mutually acknowledge that the Influencer is, and will be, the sole and exclusive responsible for the use of the data, news, information and content disseminated through the App.

8.4 Roundabout does not guarantee users the possibility of taking part in the Campaigns published by the Brands and cannot in any case be held responsible for the failure to propose Campaigns to the Influencer.

8.5 Roundabout cannot be held responsible, moreover, for the contents of the Campaigns and for the participation rules defined by the Brands, as well as for the non-recognition of the Compensation.

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9. Suspension of services and termination of the Agreement

9.1 The Influencer acknowledges and accepts that Roundabout, in case of violation of these TOS, may, at its absolute discretion, temporarily suspend access to the single service and / or the App, by communicating it to the e-mail address communicated by the Influencer, without obligation to provide any notice.

9.2 Roundabout, moreover, in the event of serious violations of the TOS by the Influencer, may terminate the Agreement, by notifying the e-mail address communicated by the Influencer, without obligation to provide any notice.

9.3 In none of the cases indicated in this article will Roundabout be held liable for any damages deriving from the suspension or interruption of services.

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10. Applicable law and disputes forum

10.1 This Agreement is subject to Italian law.

10.2 Any nullity and / or invalidity, in whole or in part, of one or more articles, does not overwhelm the other articles contained in this Agreement which, consequently, must therefore be considered fully valid and effective.

10.3 Without prejudice to the application of art. 33, lett. u) of Legislative Decree 6.9.2005, n. 206, the disputes that may arise between the parties in relation to this Agreement, including disputes relating to the interpretation, execution and validity of the same, will be the exclusive competence of the Court of Turin.

Pursuant to and for the purposes of Articles 1341 and 1342 of the civil code, the Influencer declares to have read carefully and to expressly approve the following clauses: art. 8 (Guarantees and Limitations of Liability), art. 9 (Suspension and termination of the Agreement), art. 10 (Applicable law and dispute forum)

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SECTION 2

General terms and conditions of service for brands

These General Terms and Conditions of Service (hereinafter "TOS") represent the conditions under which Roundabout Srl registered in the Turin business register with Tax Code and VAT number 12027720015 and registered office in Corso Castelfidardo 30 / a, 10129 Turin ( TO) (hereinafter "We" or "Roundabout"), delivers its services (hereinafter the "Services") to the Brands (hereinafter "You" or the "Brand") through the Roundabout mobile application (hereinafter the "App").

This document governs all the terms under which We agree to provide the services requested by the Brand. These TOS are to be considered binding and effective from the moment they are accepted by the Brand, or at the first access to the App. If the Brand has already concluded a contract with Roundabout and has already received a paper version of the TOS, the latter prevails over the online version.

Roundabout reserves the right to modify or update the TOS at its discretion and at any time, by notifying it via an email sent to the email address provided by the Brand at the time of registration. The changes will become effective from the first campaign booked by the Brand following their visualization and / or communication.

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1. Registration on the Platform

‍1.1 To access Roundabout services, the Brand must register on the App, filling in the appropriate registration form.

1.2 The Brand undertakes to keep the App access credentials (Username and password) confidential and to immediately report to Roundabout any loss of exclusive control over them, taking note of the fact that, in the absence of such notification, it will be held responsible for any action and conduct carried out using these credentials.

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2. Duration of the Contract, Withdrawal and Cancellation of the Campaign

2.1 The Contract is intended for an indefinite period, without prejudice to the possible withdrawal of one of the parties, operated pursuant to the following art. 2.2.

2.2 The Brand and Roundabout may withdraw from the Contract at any time by notifying the other party. Roundabout may withdraw by notifying the Brand at the e-mail address provided by the latter at the time of registration and the withdrawal will be effective after 7 (seven) days from the communication; the Brand may withdraw by means of a communication sent by e-mail to the address contact@roundabout.pro and the withdrawal will be effective after 7 (seven) days from the date of communication by the Brand, or will be considered resolved starting from the day following the one in which the ongoing Brand Campaign will be terminated.

2.3 At the time of withdrawal, which took place in accordance with any of the methods indicated in the previous article 2.2, all the terms that will survive this contract explicitly or implicitly will remain in force indefinitely, including specifically those contained in articles 2.5, 2.6, 3.3, 4.2 , 5.3, 6, 7, 8, 9, 10, 11 and 12. Furthermore, Roundabout, at the time of withdrawal, must:

(i) disable the login credentials (Username and Password) so that the Brand no longer has access to the App;
(ii) return to the Brand any material provided by the same for the realization of the Campaign, with the exception of any copies that Roundabout must keep by law;

2.4 Acceptance of the conditions governed by these TOS constitutes a binding contract between the Brand and Roundabout. If the Brand still wants to cancel a booked Campaign, it must strictly adhere to the following conditions.

In order for a reserved Campaign to be canceled without cancellation penalties for the Brand, the cancellation request must be sent to the e-mail address referred to in Article 2.2 above no later than 15 days from the date on which the publication of the Campaign itself (the "Publication Date"). It is understood that where the cancellation request is forwarded after this deadline, Roundabout will have the possibility, at its sole discretion, to apply a penalty corresponding to the commercial value of the material necessary for the campaign already produced at the time in which the cancellation request is received. For example, if a Campaign is canceled 10 days prior to the Posting Date, Roundabout,

It is also understood that, where a Campaign cannot be published by the Publication Date or the aforementioned date must be postponed due to delay or negligence on the part of the Brand, Roundabout will also be entitled to apply the penalties mentioned above.

2.5 Upon withdrawal of the "Annual Program" type Campaign, the amount equal to the total credits already used since the activation of the annual program will be charged in a lump sum.

In the event of withdrawal from the "Annual Program" before three months, the monthly charge will be active until the balance is completed.

In the event that the credits covered by the "Annual Program" are used in the initial 3-month period and for a minimum total of 50% of credits, the actual cost of the credits used will be charged.

2.6 The withdrawal from this contract may not in any way impair, limit or cancel any right, duty, obligation or responsibility already accrued by the Parties at the time of the withdrawal itself, including the right to compensation for any damage caused by one of the Parties to the other. following the breach of the terms of this contract.

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3. Services and use of the App

3.1 Roundabout operates exclusively as an intermediary, allowing users to use the App. Roundabout offers the Brand the possibility of disseminating, through the App, initiatives aimed at promoting discussion on topics of interest to the Brand (hereinafter, "Campaigns"), in the manner and within the terms indicated in articles 4 and 5. The Campaigns are aimed at users of the App (hereinafter "Influencer"), who will be invited to join them, carrying out, through their social accounts, the activities indicated by the proposing Brand (by way of example, publication of contents of various kinds that concern to the product / service marketed by the Brand).

3.2 Roundabout allows the Brand to propose the Campaign to the Influencers identified and selected by it through the relative profile elaborated by the App according to the degree of influence of the same in the thematic areas of interest for the Brand. The Brand acknowledges and accepts that the Influencers selected as recipients of the Campaign may or may not join it, at their discretion.

3.3 After the publication of the Campaign, Roundabout allows the Brand to monitor its progress through its personal area on the Platform. In particular, in their personal area the Brand will be able to view the number of Influencers who have joined the Campaign, the posts published by the participating Influencers through their social channels and the number of interactions received overall by the published contents.

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4. Campaign Payment and Use

4.1 At the time of creating each Campaign, the Brand can choose the number of influencers to engage, and the number of promotional content that the influencers will have to produce through, Roundabout's proprietary tool called Budget Calculator. Based on what the Brand selects, the Budget Calculator will show the expected amount and results corresponding to the selected characteristics. The amount shown, therefore the campaign budget, is to be considered VAT excluded and includes the finished cost of the entire influencer activity, therefore it includes the cost of the Roundabout service (including the respective features of the platform based on the package purchased, specified in the right sidebar called "Benefits"), the cost of influencers and their promotional content.

The campaign activation is linked to the correct payment of the amount calculated and chosen by the Brand.

4.2 All Roundabout influencers are paid monetary for each campaign they decide to participate in. Influencers are divided into three levels (Junior, Medium, Pro) based on verified performance. Each level has an accepted performance minimum and a corresponding fixed fee (monetary compensation).

The monetary compensation of the influencers, therefore, must not be negotiated by the Brand neither for each Campaign nor over time. The calculation of the influencers' remuneration, therefore the calculation of the campaign budget, can be performed using the Roundabout Budget Calculator, available for free and publicly on the website and on the Platform.

Consequently, the Campaign budget shown on the Budget Calculator is guaranteed and will not change after the purchase of the Campaign.

4.3 In the case of the purchase of a Campaign valid for 1 month, at the end of the creation of the brief for each Campaign, the Brand has 5 days to complete the payment. Within 10 days of receiving the payment, Roundabout will issue tax documentation for an amount equal to the value of the purchased Campaign.

4.4 In the case of purchase of a Campaign valid for 1 year, the activation of immediate payment is required, choosing between the two methods of monthly payment or in a single solution. Following the payment, the Brand can view the influencer credits purchased in the dedicated dashboard on the Platform. The credits are valid for 1 year, so the Brand can decide to activate its credits with the timing and quantity at its discretion. The Brand can use the credits within the brief creation page, selecting the quantity they want to use. Within 10 days of receiving the payment, Roundabout will issue tax documentation for an amount equal to the value of the purchased Campaign.

4.5 The payment of the influencers at the end of the Campaign is borne by Roundabout in the manner indicated in the TOS influencers.

4.6 If there is no way to train the influencer team needed to activate the campaign (due to lack of availability by influencers, or dissatisfaction by the Customer on the influencers proposed) the Roundabout service undertakes to: replace the missing influencers with equivalent profiles reimburse the Customer the amount equal to the commission provided for that/those influencers.

4.7 If one or more influencers make a communication that does not conform to what has been commissioned by the Customer and there is no way to apply the necessary corrections, Roundabout undertakes to ensure the necessary changes and n consists of 1 total rework for each influencer, or to refund the customer of the amount equal to the fee for that/those influencers.

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5. Creation and dissemination of the Campaigns

5.1 The Campaigns are developed by the Brand in complete autonomy and conveyed, through the Roundabout App and Platform, to Influencers selected by the Brand, who may decide to join or not.

5.2 To proceed with the publication of a Campaign through the Platform, the Brand must define the following characteristics: amount of expenditure, reference period (start and closing dates), type and profiles of Influencer recipients (Junior, Medium, Pro), topic of interest of the Campaign (Audience and Product / Service), number of contents (Instagram Post and Instagram Stories), reference elements (Tag, Geotag, Hashtag, Swipe-up), information for the organization (Days and times of availability for experience). The geographical area to which the campaign will refer is the city selected by the Brand during registration. All these elements will make up the Campaign reference form (hereinafter "Brief").

5.3 Roundabout provides the Brand with pre-compiled strategies including Guidelines for the preparation of the Brief, which are not binding for the latter, as the Brand is free to define the contents under its own responsibility. It is understood between the parties that Roundabout does not exercise any verification on the contents disseminated through the Campaign and that the Brand will be the only person responsible for the content of the Campaign, the materials conveyed through it, the lawfulness of the activities requested from the participating Influencers and the relationship. with the latter. With reference to the creation of the Campaign, the Brand may request Influencers who have joined the Campaign up to two changes to such contents within 48 hours of their publication.

5.4 During the Campaign, the Brand, through the Campaign form created in the "Campaigns" section, views the progress and report of the activities of the Influencers who have joined the Campaign and the results achieved.

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6. Brand Obligations and Responsibilities

6.1 The Brand acknowledges and accepts that it will be its sole responsibility to ensure compliance with all regulations applicable to the activities carried out through the App (by way of example, legislation on advertising, data protection and storage and consumer protection) and undertakes to indemnify Roundabout from any damage or loss that may arise from such activities.

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7. Intellectual Property Rights

7.1 The Brand confirms that it is aware of the fact that all rights relating to Intellectual Property belong exclusively to Roundabout. For this reason, the Brand declares that it does not have any rights on or in patents, copyrights, databases, trade secrets, trade names, registered trademarks (registered or not yet registered) or in any case on any other right or license relating to the App and Platform.

7.2 The Brand guarantees that it is the owner of all intellectual property rights on the contents published and disseminated for the creation of the Campaign, including the rights to images and videos, as well as any other right necessary for the dissemination of such contents through the App and undertakes to indemnify Roundabout from any damage or loss that may arise from actions, claims or claims brought by third parties for violation of its rights.

7.3 The Brand grants Roundabout a license free of charge for the use of its brands and distinctive signs for the sole purpose of providing the services through the App and Platform and for related purposes. Furthermore, Roundabout may make known the use of its services by the Brand, through its website, its official social profiles, and through press releases, also by publishing the distinctive signs of the Brand. The dissemination of information relating to the use of the App by the Brand through further channels must be previously authorized by the Brand.

7.4 The Brand is aware that it is authorized to repost (re-share) content produced by influencers exclusively on its own social channels while crediting the respective authors. The Brand is also authorized to use the content for advertising and other purposes, subject to prior approval from Roundabout regarding the granting of rights to the influencers involved. If an influencer requests compensation, the cost will be communicated to the client, who can decide on a case-by-case basis whether to proceed. The Brand, with the intention of using the content for marketing and social advertising purposes, as well as on other social platforms, either concurrently or after the termination of the engagement, is obligated, subject to any rights claimed by third parties, to pay an appropriate copyright fee. This fee will be determined on a case-by-case basis through a formal written agreement.

7.5 Roundabout finally acknowledges that any Intellectual Property rights of the material delivered by the Brand for use on the App remains the exclusive property of the Brand itself, where applicable.

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8. Mutual Confidentiality Agreement

8.1 Without prejudice to paragraphs 8.2, 8.3 and 8.4 below, each party that receives Confidential Information from the other (hereinafter the "Receiving Party") undertakes not to:

a) disclose to any person the Confidential Information that has been disclosed by the other party (Disclosing Party), its employees, agents, consultants or subcontractors; or
b) use the Confidential Information of the disclosing Party for any purpose other than that envisaged for the purposes of this contract.

8.2 The restrictions referred to in clause 8.1 above will not be adopted in the event that the Confidential Information

(i) is or becomes generally available to the public for any reason other than its disclosure by the Receiving Party in violation of this agreement;
(ii) was lawfully in the possession of, or available to, the Receiving Party on a non-confidential basis prior to disclosure by the Disclosing Party;
(iii) was, is or becomes available to the Receiving Party on a non-confidential basis by a person who, to the knowledge of the Receiving Party, is not bound by a confidentiality agreement with the Disclosing Party or otherwise is not authorized to disclose the information to the Receiving Party; or
(iv) must be disclosed upon request to a court of competent jurisdiction or by any governmental or regulatory authority upon request;

8.3 The Receiving Party may disclose the Confidential Information received from the Disclosing Party to its employees, officers, subcontractors, representatives or consultants who need to know such information for the purposes of this contract, provided that the Receiving Party guarantees that such employees, officers, subcontractors, representatives or consultants act in turn in accordance with the provisions of this Article 8.

8.4 The Intellectual Property rights concerning the App must be considered by the Receiving Party as Confidential Information disclosed by Roundabout.

8.5 The Intellectual Property rights concerning the material transmitted by the Brand must be considered by the Receiving Party as Confidential Information disclosed by the Brand.

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9. Processing of Personal Data

9.1 For any reference to the current Policy on the Processing of Personal Data by Roundabout, please refer directly to the specific dedicated section, available online (https://roundabout.pro/privacy).

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10. Warranties and Limitations of Liability

10.1 Roundabout undertakes to make every reasonable effort to guarantee the Brand continuous and uninterrupted access to the contents and services of the App but cannot, under any circumstances, be held responsible if one or more of the services provided are temporarily inaccessible. . By way of example, Roundabout's liability for the interruption of the Services resulting from force majeure or for the malfunctioning of the Services resulting from the incorrect functioning of telephone lines, electricity and global and / or national networks is excluded.

10.2 Within the limits established by art. 1229 of the civil code, Roundabout cannot be held responsible for any direct or indirect damage suffered by the Brand or by third parties as a consequence of the use of the App, whether caused by Influencers or by third parties. In particular, Roundabout cannot in any case be held responsible for the activities, statements and content published by the Influencers who adhere to the Campaigns and in no case may it be held liable for any damages suffered by the Brand deriving from the activities of the Influencers.

10.3 Roundabout does not guarantee that the Influencers selected by the Brand for the Campaign will adhere to it and abide by the rules and / or conditions of participation established by the Brief.

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11. Survival of the Contract

11.1 Any nullity and / or invalidity, in whole or in part, of one or more articles, will not however lead to the nullity and / or invalidity of the other articles contained in this Agreement which, consequently, must therefore be considered fully valid. and effective.

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12. Applicable Law, Dispute Resolution and Jurisdiction

12.1 This Agreement is drawn up on the basis of Italian law and subject to it.

12.2 The disputes that may arise between the Parties in relation to this Agreement, including disputes relating to the interpretation, execution and validity of the same, will be the exclusive competence of the Court of Turin.

Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Brand declares to have read and expressly approve the following clauses:

Art. 10 (Guarantees and Limitations of Liability) and Art. 12 (Applicable Law, Dispute Resolution and Jurisdiction).

Last updated: 23/08/2022