Inflead

Terms and Conditions of Service

1. Definitions

In the context of these Terms and Conditions of Service, the terms defined below, in the singular or plural, shall have the following meanings:

"Agency and/or Brand" refers to the company licensed for the Analytics, Discovery, Campaign, and Data Lab software, as well as the corresponding Platform, under the Customer License Agreement entered into with Inflead;

"API" specifies the Application Programming Interfaces (APIs) through which Inflead obtains data from the Social Accounts;

"Brand/Agency License Agreement" or "Customer License Agreement" means the Agreement stipulated between Inflead and the Brand/Agency;

"Campaign" refers to every influencer marketing campaign launched by the Client through the Platform;

"Campaign Brief " refers to the description prepared by the Client, containing the instructions according to which a Campaign must be executed. This may include the key features of the Campaign, its duration, and the specific obligations to be fulfilled within the scope of the Campaign;

"Clients" refers to the collective group of Companies and Agencies licensed to use Inflead software;

"Commercial Offer" refers to the offer directed to and subscribed by the Client, containing the specific conditions applicable to the Customer License Agreement, and/or the offer present in the pricing and subscriptions section of the Website;

"Confidential Information" refers to all information and data transmitted by Inflead to the User, or to which the User has access in any way, whether in the execution or even just in connection with the Contract, which may alternatively: (i) be identified as confidential by Inflead through appropriate wording or legend that designates their confidential nature; or (ii) even in the absence of such designation, the disclosure of which, due to their technical, commercial, or administrative nature, could potentially harm Inflead, including due to the loss of a potential competitive advantage associated with such information or data; or (iii) by their nature, are to be considered confidential or sensitive;

"Contract" refers interchangeably to either the Brand/Agency License Agreement or the Influencer License Agreement, depending on the circumstances;

"Duration Period" refers to the period of validity of the License granted by Inflead to the Client as stipulated in the Commercial Offer;

"Free Trial" refers to the 15-day duration during which Inflead grants its Users access to the Software at no cost, starting from the moment of their initial access to the Platform.

"Customer Services" refers to the services provided by Inflead to Companies and Agencies through the Platform and its associated software, as determined by the Commercial Offer;

"General Conditions" refers to these current Terms and Conditions of Service;

"Inflead" refers to the company with registered office at Via Tolmezzo 8, 34136 Trieste (TS), VAT ID 01314450329, registered in the Companies Register of Trieste, which owns and licenses the Software and the Platform through which it provides Services to Users under the Contract;

"Inflead Analytics" refers to the service of analysis provided by Inflead to Companies, Agencies, Influencers, and users, as further described in the subsequent Article 4

"Inflead Discovery" refers to the service of influencer search provided by Inflead to Companies and Agencies, as further described in the subsequent Article 5;

"Inflead Campaign" refers to the service of creating and managing campaigns provided by Inflead to Brands and Agencies, as further described in the subsequent Article 6;

"Inflead Data Lab" refers to the service of market analysis, trends, and competitor analysis provided by Inflead to Brands and Agencies, as further described in the subsequent Article 7;

"Influencer" refers to the entity licensed to use the Analytics, Discovery, and Campaign software, as further described in the subsequent Article 8;

"Influencer License Agreement" means the Agreement stipulated between Inflead and the Influencer;

"Influencer Services" refers to the services provided by Inflead to influencers through the Analytics, Discovery, and Campaign software via the Platform, as specified in the Commercial Offer;

"Instagram Account" refers to accounts created on the social network Instagram;

"Intellectual Property Rights" means all intellectual and industrial property rights, both registered and unregistered, including applications for the relevant concession, including, by way of example and not limited to, trademarks, company names, domain names and other distinctive signs, patents for inventions and utility models, designs and models, projects, data and technical information, hardware, copyrights, including related rights, on software and databases (including the Software and the Platform) , trade secrets, know-how as well as all further rights relating to works, methods, processes and/or ideas, which are subject to protection;

"License" refers, depending on the context, to the usage license granted by Inflead to Brands and Agencies (i.e. Clients) for the use of the Software through the Website, and/or the usage license granted by Inflead to Influencers for the use of the Software through the Website, in accordance with the respective Customer License Agreement or Influencer License Agreement;

"Parties" collectively refer to the influencer, the Clients, and Inflead;

"Platform" refers to the collection of Inflead software accessible through the Website;

"SaaS" stands for 'Software as a Service';

"Selected Brand" indicates the Social Account object of the Campaign;

"Services" refers to Services to Clients', 'Influencer Services', or both, depending on the context;

"Social Accounts" refers to the collection of accounts on different social networks where the User is present;

"Software" refers to the proprietary software developed by Inflead, integrated into the Platform, and operated in a SaaS mode to provide Services to the User;

"Subscription Fee" refers to the fee paid by the Client to Inflead for each Duration Period as compensation for the License to use the Inflead Platform and the software incorporated therein;

"TikTok Account" refers to accounts created on the social network TikTok;

"Twitch Account" refers to accounts created on the social network Twitch;

"Users" refers to the collective group of users of the Platform, including Clients, Influencers, and any additional users utilizing the Platform other than Clients and Influencers;

"Website" refers to the internet site accessible at the address inflead.com, through which Users can access the Platform;

"YouTube Account" refers to accounts created on the social network YouTube;

2. Premises

2.1 These General Conditions govern the terms and conditions of use of the Platform.

2.2 Inflead operates proprietary Software that allows Users, in SaaS mode, to access the Services through the Platform, accessible via the Website.

2.3 Inflead reserves the right to make changes to these General Conditions at any time, providing notice to Users 7 days prior to the effective date of the new version of the General Conditions. This notice will be sent via email to the address provided by the User during registration or upon the User's initial access to the Platform. If these changes are objectively detrimental to the Client, the Client may, within seven days from receiving the notice of the changes, exercise the right of withdrawal by sending a written communication via PEC (certified email) to the PEC of the Company available in public registers. It is understood that, in the event of withdrawal by the User for the reasons set out above, Inflead will be required to refund only the amount corresponding to the fees for the period not enjoyed by the User, starting from the date of withdrawal, waiving the User to any other claim arising from the termination of the Contract. It is understood that the User, from the moment of effectiveness of the withdrawal, will no longer be able to use the Software and/or make use of the Services, whether they are indicated in the Commercial Offer or not.

2.4 Inflead uses YouTube API services to access some of the data provided as part of the Inflead Service and, as such, by agreeing to these Terms, Customer also agrees to the YouTube's Terms of Service.

3. Scope of Services offered through the Platform

3.1 The Inflead Platform comprises four proprietary Software: Inflead Analytics, Inflead Discovery, Inflead Campaign, and Inflead Data Lab. These Software enable the use of various features and Services related to the social networks Instagram, YouTube, TikTok, and Twitch. These services include access to (i) in-depth statistics and relevant information regarding one's Accounts; (ii) searching and tracking statistical data and information related to third party-owned Accounts; (iii) planning and creating influencer marketing campaigns; (iv) monitoring and analyzing statistical data and influencer marketing campaigns launched through the Platform; (v) and analyzing competitors' social activities and market trends. To access the Services, Users must register on the Website. In certain cases, explicitly indicated within the Platform, the use of certain Services is strictly subject to linking one's Social Accounts through their respective APIs.

3.2 The User declares to know and accept the technical specifications of the Platform, the Software, the Service offered and described within the Commercial Offer and this Contract.

Services offered to Brands e Agencies

4. Inflead Analytics

4.1 Object of the Service

Through the Platform, Clients can access in-depth statistics and relevant information regarding their Social Accounts, as well as carrying out research and making evaluations of statistical data and information concerning Social Accounts owned by third parties.

4.2 Responsibility

The statistics and analyses are generated using proprietary algorithms. Inflead assumes no responsibility regarding: (i) the accuracy of data, news, information, and, in general, content disseminated through the Platform; (ii) the reliability and security of content and links disseminated by third parties; (iii) to the use made by the Customer of such statistics, analyses, data and contents; (iv) to any determination and action that the Customer may make or undertake on the basis of such statistical analysis, data and contents.

5. Inflead Discovery

5.1 Object of the Service

Through the Platform, Clients can search for and evaluate influencers based on the parameters provided by them, in order to select the best candidates for initiatives aimed at promoting discussions on topics of interest to the Client. Clients can add the selected influencers to customizable lists, which are preparatory for campaign management. Campaigns are directed towards influencers, whether present on the Platform or not, who will be invited to participate. They will carry out activities, as specified by the proposing Client, through their Social Accounts (for example, publishing content of various types related to the product/service marketed by the Client).

5.2 Responsibility

The Client acknowledges and accepts that the selected influencers, who are intended recipients of the Campaign, may choose to respond or not to the contact initiated by the Client and may decide to participate or not in the proposed Campaign at their own discretion and without any liability on the part of Inflead.

6. Inflead Campaign

6.1 Object of the Service

Through the Platform, Clients can create comprehensive influencer marketing campaigns to be launched on various Social Accounts with the influencers selected via the Analytics and Discovery Software. Inflead enables the Client to monitor the progress of their Campaign through a dedicated dashboard. Specifically, within their dashboard, the Client can view the status of the Campaign, manage its different phases, observe the content published by participating influencers through their Social Accounts, and access information such as the overall number of interactions received by the published content and obtain additional analyses related to the performance of the participating influencers. The operation of the Campaigns is further detailed in the subsequent Article 9.

7. Inflead Data Lab

7.1 Object of the Service

Through the Platform Clients can, among other things, (i) analyze industry trends assessing influencer marketing campaigns conducted by their competitors; (ii) discover which influencers have been engaged; and (iii) obtain estimates regarding budgets allocated for influencer marketing campaigns. Additionally, they can evaluate the performance of their competitors' content, obtaining insights into the audience segment that has been engaged. Where the Customer requests it and a specific agreement to this effect is stipulated with Inflead, as the consultancy activity is not the subject of the Services regulated by these General Conditions, the analyzes and activities indicated above may be the subject of consultancy by Inflead.

7.2 Responsibility

The Client acknowledges and accepts that the statistics and analyses produced through the platform are generated through proprietary algorithms. Inflead assumes no responsibility regarding: (i) the accuracy of data, news, information, and, in general, content disseminated through the Platform; (ii) the reliability and security of content and links disseminated by third parties; and (iii) the use that the Client makes of such data and content; (iv) to any determination and action that the Customer should make or undertake on the basis of such statistical analysis, data and contents.

8. Services offered to Influencers

8.1 Object of the Service

Through the Platform, Influencers can avail themselves of the following Services: (i) access and monitor multiple analytical information and statistical data related to their Social Accounts. This includes assessing the quality of their accounts based on various metrics (e.g. Influencing Value, Efficiency, Engagement rate, Social Responsibility Parameter, Average Likes, Average Comments), as well as receiving active advice for continuous and organic improvement of their presence on their Social Accounts; (ii) access statistics pertaining to publicly available data about third-party Social Accounts; (iii) access lists of Brands potentially interested in using influencers for their campaigns and establish contact with them; (iv) manage their collaborations within the dedicated dashboard.

8.2 Responsibility

All statistical data, information, evaluations, and suggestions provided by the Platform as part of the Influencer Services are generated through proprietary algorithms. Inflead assumes no responsibility regarding: (i) the accuracy, reliability, and security of data, news, information, and, in general, content disseminated through the Platform; (ii) the use that such data, information, evaluations and suggestions are made by the Influencer as well as any determination and action that the Influencer should make or undertake based on such statistical analysis, data and content; as well as (iii) compliance with current laws and/or third party rights by contents and links disseminated by third parties. The participating Influencer will be solely and exclusively responsible for the use and the consequences thereof of data, information, news, content, evaluations, and/or suggestions generated by the Platform. An influencer participating in Campaigns proposed by Clients also takes full responsibility for the content they publish, particularly with regard to its compliance with all laws, regulations, and Client-provided instructions within the Campaign Brief, as well as respecting the rights of third parties.

8.3 Intellectual Property Rights

The Intellectual Property rights existing in or relating to the content created by the Influencer and uploaded to the Platform within the scope of the Campaigns are and will remain the exclusive property of the Influencer who created them unless otherwise agreed by the Influencer himself, within the contract stipulated with the Customer or with a different agreement in written form.

9. Campaign Service

9.1 Through the Platform, Clients can launch and manage their influencer marketing campaigns, utilizing the analytical data and results of their own Campaigns.

9.2 Within the Campaign creation, the Client can input: (i) the Campaign title; (ii) the Campaign Brief, containing specific details about the Campaign, visible to the influencers selected by the Client; (iii) the Selected Brand as the recipient of the Campaign. The Selected Brand refers to the Social Account targeted by the Campaign; (iv) the budget allocated to the Campaign; (v) brand-related Hashtags and mentions that must be included by the selected influencers in the content publication; (vi) start and end dates of the Campaign.

9.3 The Client can select influencers with whom they have reached an agreement regarding the Campaign from the pool of influencers resulting from their searches. The Client can also specify: (i) the number of contents the influencer is required to publish as established in the agreement between the Parties; (ii) the type of compensation established for the content publication (money, products, other); (iii) if the monetary compensation established between the Parties is foreseen or the economic equivalent value if it is an exchange in kind; (iv) the deadline (i.e. the end date) by which the influencer is required to publish the contents; (v) the suggested description to be included in the content published by the selected influencer; (vi) the type of media the influencer is obligated to publish (image, story, video, reel).

9.4 The Client, within their Campaign dashboard, can track the progress of the Campaigns launched through the Platform, as well as the results obtained, such as reach, impressions, number of likes, number of comments, number of views, profile visits, and other relevant metrics.

9.5 Inflead's Responsibility

The Parties acknowledge that Inflead is not and cannot be held responsible for the actions and/or omissions carried out by each of the Parties on the Platform during the use of one or more of the Services, particularly:

  • the content of each Campaign, the content of the Campaign Brief, and/or the activities requested within the scope of the Campaign;
  • the actions, omissions, content published, and statements made by the influencer with reference to the Campaigns, including, for example, but not limitedly, the influencer's failure to fulfil the obligations assumed by him/her in relation to the Campaign or violations of the law (including, but not limited to, legislation on advertising). Clients agree that in relation to the influencer's failures attributable to acts, deeds, or omissions, the Client may take direct action against the influencer and seek fulfillment and/or related compensation. The Parties acknowledge and recognize that Inflead Inflead is not responsible for, nor can or will in any case be held liable for, any damages suffered by one of the Parties or third parties due to the launch of a Campaign, participation in a Campaign, and/or the conduct of the other Party within the scope of the Campaign.

10. Usage License

10.1 Clients.

With these General Conditions, upon payment of the Fee, Inflead grants to the Customers, who accept, a strictly personal, non-exclusive and non-transferable license, for the Duration Period and with a prohibition on sub-licensing, to use the Software Inflead.

10.2 Influencers.

With these General Conditions, Inflead grants the Influencer, who accepts, a strictly personal, non-exclusive, non-transferable license, for the Duration Period and with a prohibition on sub-licensing, to use the Inflead software through the relevant Platform accessible from Site, whose Terms and Conditions will vary depending on the type of License granted.

10.3 Contractual Agreement of the License.

The Brand or Agency License Agreement is considered concluded when the Client, after registering, first accesses the Platform through the Website, simultaneously accepting these General Conditions and confirming awareness of the privacy data processing information. Once access to the Platform is obtained, the Client can utilize the Free Trial period, which offers the usage of the Inflead software for free for a limited period of 15 days from the initial access. After the Free Trial ends, the Client can purchase the Inflead License directly from the Platform via Credit Card, in accordance with the terms established in the Commercial Offer. Alternatively, the Client can request a specific Commercial Offer by completing the dedicated form on the Website. Once the Commercial Offer is signed by both Inflead and the Client, the Brand or Agency will gain access to the Platform and its functionalities as outlined in the Commercial Offer itself. Access to the Platform will be granted following the receipt by Inflead of the duly signed Commercial Offer from the Client and the receipt of payment of the Fee or the portion of the Fee indicated in the Commercial Offer.

The Influencer License Agreement is considered concluded when the influencer, through their own Social accounts, first accesses the Platform, simultaneously accepting these General Conditions and confirming awareness of the privacy data processing information

10.4 License Fee.

  • The usage license of Inflead Analytics and Inflead Discovery includes certain functionalities accessible through the Platform granted to the Influencer of charge. Furthermore, the usage License of Inflead Analytics, Discovery, and Campaign provided to the Influencer, or the User includes additional functionalities that are available upon payment of the Fee, as specified in the Commercial Offer.
  • For the usage license of the Platform and the Software incorporated within it (Analytics, Discovery, Campaign, Data Lab) granted to the Clients, the corresponding fees indicated in the Commercial Offer will be charged to the Clients according to the specified terms for each Duration Period. These payments can be made through Stripe, credit card, bank transfer, or bank receipt. Inflead will issue an advance invoice at the beginning of each Duration Period and deliver it to the Client at the address provided in the Commercial Offer. Failure to comply with the agreed payment terms and conditions in the Commercial Offer will entitle Inflead to demand payment of late payment interest according to trade credits, pursuant to Legislative Decree. n. 231/2002 within the limits of the provisions of the applicable laws, without the need for formal notice of default.

10.5 Payments

Payments from Clients and Users to Inflead, based on the subscribed plan and the corresponding Fee, can be made directly on the Platform via credit card, bank transfer, or bank receipt. Once the payment is received, Inflead will activate the License as specified in the Commercial Offer. Activation of the License from the Platform requires and presupposes direct payment of the Fee by Customers to Inflead.

11. Intellectual Property Rights

11.1 The existing Intellectual Property Rights related to the Software, Platform, Services, and any other material, data, and/or activity related to them, including, by way of example, the distinctive signs through which Inflead provides its Services and the data concerning the use of the Platforms by Users, are and will remain the exclusive property of Inflead.

11.2 This Agreement does not imply any assignment or licensing of any Intellectual Property Rights to the User, without prejudice exclusively to the activities provided for in these General Conditions and/or specifically indicated in the Commercial Offer.

11.3 The User undertakes not to register, directly or indirectly, nor claim ownership of the Intellectual Property Rights, or part of them, nor to allow or facilitate in any way their registration, dispute of ownership or unauthorized use by third parties.

11.4 If the User becomes aware of it, he undertakes to immediately notify Inflead in writing of any actual or threatened violation of any Intellectual Property Rights of Inflead. Should Inflead decide to take action regarding the reported violations, the User agrees to provide Inflead with all necessary support and cooperation, including the initiation of actions under the direction of Inflead and intervention in legal proceedings brought by Inflead and each Party will support its own. Regarding such proceedings, the User shall not initiate legal actions, submit requests, enter into settlements, or compromise the Intellectual Property Rights referred to in the previous art. 11.1 without the written consent of Inflead. In the event that damages and/or costs of any kind, including legal expenses, are awarded or otherwise obtained as a result of any action or proceeding initiated under this art. 11.4, these damages and costs will be used to offset the costs incurred by the Parties, while the remainder will be divided equitably in order to reimburse as much as possible the loss suffered by each Party, also taking into consideration the actions undertaken by each of them in order to mitigate the aforementioned losses and costs.

11.5 The User undertakes in any case to comply with all applicable legal requirements, regulations, and codes of conduct in the context of the activities conducted by the User under the Contract. The Userundertakes not to undertake, cause, or authorize any action that could cause damage or compromise the reputation and/or goodwill associated with Inflead, the Software, the Platform, the Services, and/or their Intellectual Property Rights.

11.6 In any case, Inflead assumes no obligation or responsibility in relation to any action concerning the violation of Intellectual Property Rights and/or other rights brought by third parties against the User due to:

  • Use of the Software, Platform, and/or Services beyond the scope of the rights licensed under these General Conditions;
  • Any other breach by the User of the terms and conditions of these General Conditions, including any negligent, intentional, or careless action or omission by the User, its employees, agents, external consultants, or otherwise attributable to the User under applicable law.

11.7 The Client expressly authorizes Inflead to use, non-exclusively, free of charge and for the entire duration of the Brand or Agency License Agreement, the Intellectual Property Rights, including distinctive signs, of the Client for the sole purpose of advertising, through each Inflead channel, the use of the Inflead Services by the Client. By way of example, but without claiming to be exhaustive, the Client grants and authorizes Inflead to include the Client's distinctive signs within its own website. Inflead, with respect to this authorization, guarantees that the use of the Intellectual Property Rights of the Client will be limited to the described purposes and in accordance with the specified methods.

12. Access Credentials

12.1 The User undertakes to keep the credentials enabling access to the Platform strictly confidential and promptly report to Inflead any loss of exclusive control over them, acknowledging that, in the absence of such reporting, the User will be held responsible for any actions and conduct carried out using those credentials. Without prejudice to any other right or action, it is understood that Inflead may temporarily suspend, deactivate, or delete the User's Account if it becomes aware of behaviors inconsistent with the User's compliance with these General Conditions. In no event shall Inflead be liable for any damages resulting from the suspension, deactivation, or deletion of the User's Account due to what is indicated above.

13. Access to Services

13.1 Inflead undertakes to provide the User with the Services in accordance with the quality standards, technical specifications, and instructions specifically set forth in these General Conditions. In particular, Inflead will make every reasonable effort to ensure that: (i) the User has access to the Software and the Platform without time limits, traffic thresholds, or limitations arising from an excessive number of simultaneous accesses during the term of the Agreement; (ii) ensuring the security of such access; (iii) and interoperability between the Platform and the Software, except as provided in the following Articles 13.2 and 13.3.

13.2 It is within Inflead's discretion to modify the technical specifications of the Software and the Platform, unless such variations do not totally and significantly compromise the use of the Platform, or the provision of the Services or the licensed use. The User also acknowledges that Inflead may temporarily suspend access to the Platform and the Software at any time during the term of the Agreement to carry out maintenance and/or updates of its IT infrastructure, Software, and/or the corresponding Platform. Unless urgent cases, Inflead will provide the User with sufficient advance notice of the periods during which access to the Platform and the Software will be suspended.

13.3 The User acknowledges and agrees that access to the Software and the Platform may be subject to limitations, delays, or other difficulties not attributable to Inflead or its electronic communication. Inflead is not and will not be held liable in any case for any damage, expense, or other prejudice resulting from or connected to any delay or failure in communication due to reasons not directly attributable to intent or fault of Inflead. In any case, Inflead assumes no responsibility for the loss of data, delays, malfunctions, suspension, and/or interruption of access to the Software and the Platform caused by:

  • incorrect use of the Software and the Platform by the User;
  • malfunctions of computer equipment that prevent the use or result in altered use of the Services, caused by events or systems not directly under Inflead's control. By way of example, Inflead's responsibility is excluded for any faulty operation of the Services resulting from the incorrect functioning of telephone lines, electrical systems, global or national networks, service interruptions of Social Networks, or unavailability of data to which Inflead connects or the unavailability of the data on the Social Networks to which Inflead connects, taking into account that these Social Networks, and the related data and access to them, are subject to modifications or alterations by third parties and that Inflead has no control over such activities.

13.4 The User agrees to:

  • not create or have created permanent copies of the Software or parts thereof, nor modify or have modified the Software and the Platform, or any parts thereof, in any way;
  • not perform, have performed, or allow to be performed, even partially, except as permitted by applicable law for the purpose of achieving interoperability, any operation of duplication, decompilation, disassembly, or reverse engineering, decryption, or any operation aimed at discovering, viewing or being awareness of the source code of the Software and/or the Platform, including user interfaces or downloadable application components;
  • not modify, create, or have modifications and/or creations of any derivative works from the Software, the Platform, or any other related documentation as well as any other Inflead Intellectual Property Rights;
  • not use or allow to be used the Software, the Platform, or any other Intellectual Property Rights or material made available to the User under the execution of those General Conditions for purposes other than those expressly permitted and, in any case, not engage in activities in competition with Inflead.

COMMON PROVISIONS

14. Duration and withdrawal

14.1 The Brand or Agency License Agreement shall remain in force for the Duration Period specified in the Commercial Offer, starting from its execution.

14.2 Except as otherwise provided in the Commercial Offer, upon expiry of each Duration Period, the Brand or Agency License Agreement will be considered automatically and tacitly renewed for an equal and further Duration Period, unless terminated by one of the Parties, to be communicated to the the other party at least 3 (three) months in advance of the expiry of each Term, by registered letter with return receipt or by email (if addressed to Inflead: at legal@inflead.com).

14.3 The Influencer License Agreement shall remain in effect indefinitely, by mutual agreement of the Parties. Each of the Parties may terminate the contract by sending a notice to the other Party at the email address provided by them upon registration on the Platform or at the email address legal@inflead.com and the withdrawal will be effective from the day following receipt of its exercise. The Parties mutually acknowledge the autonomous nature of the relationship and therefore exclude the establishment of a relationship of dependence and/or subordination between them.

14.4 Upon expiration or termination of the Agreement, Inflead will deactivate the User's Account, and the licensed rights will be definitively considered terminated. The User shall refrain from any further use of the Platform, Software, and/or Services, maintaining strict confidentiality regarding their contents.

15. Users's representations and warranties

15.1 The User declares and warrants:

  • to have full authority and capacity to enter into the Agreement;
  • that the execution of the Agreement does not breach any obligations towards third parties;
  • to perform obligations arising from the Agreement professionally, promptly, and with reasonable care, and not to make statements, orally or in writing, publicly or privately, that would denigrate or harm Inflead, its business partners, the Services, the Software, and the Platform, nor to act in a manner that would result in such harm;
  • not to disclose or publish information related to the Agreement and/or the Commercial Offer without prior written consent from Inflead;
  • the accuracy of the data provided during registration on the Platform, and the continuous update of such data throughout the duration of the Agreement;
  • to possess the necessary technical, administrative, and commercial capabilities to use the Software, the Platform, and access the Services, and that its employees and collaborators are competent and reliable;
  • to have been fully informed about the functions and intended use of the Services, the Software, and the Platform before entering the Agreement;
  • that all activities conducted by the User under the Agreement, including those by its employees, agents, and consultants, will adhere to applicable terms and conditions of these General Conditions, as well as all relevant laws, regulations, and orders, and will not infringe upon the rights of third parties, including Intellectual Property Rights;
  • to be at least 16 (sixteen) years old and, if under 18 (eighteen), to have authorization from a parent or legal guardian to enter the Agreement;
  • to exclusively own the Social Accounts used for registration on the Platform.

15.2 The User shall indemnify Inflead against any actions, proceedings, damages, harm, losses, and expenses (including legal fees) that Inflead may suffer as a result of the breach, whether total or partial, of any of the representations and warranties made by the User.

16. Declarations and Warranties of Inflead

16.1 Where the legitimate exercise of the rights granted under license by the User is deemed to be an infringement or otherwise a violation of the rights (including Intellectual Property Rights) of third parties, Inflead may, at its discretion, undertake one of the following actions, which shall constitute the sole remedies available to the User in cases contemplated by this article: (i) procure for the User, by entering into licensing or assignment agreements with third parties, all necessary rights to continue using the Services; (ii) modify, correct, and/or amend the licensed rights in a manner that aligns the User's exercise of those rights with the rights of third parties, provided that such modifications do not substantially diminish the utility that the Client derives from the Services; (iii) terminate the Agreement by simple written notice. In cases (ii) and (iii), Inflead shall refund to the Client solely the Fees already paid to Inflead for the ongoing Duration Period on a pro-rata basis from the date of such termination to the end of the aforementioned Duration Period. Furthermore, Inflead undertakes to indemnify and hold the Client harmless from any claims, demands, or damages to the Client resulting from the use of Intellectual Property Rights. With regard to the indemnity obligation, subject to the limitations of cases (i) and (iii), Inflead shall indemnify the User against third-party claims, losses, expenses, costs (including legal fees within the limits of Legislative Decree no. 55/2014 as updated by Legislative Decree no. 37 of 8/3/2018), taxes, duties, charges and/or damages, except in the case of willful misconduct or gross negligence of the User towards third parties and exclusively for the consequences deriving directly from the violation of the Intellectual Property relating to the product covered by these General Conditions which have been made the subject of judicial action by third parties, up to a maximum amount corresponding to 50% of the amount agreed for the provision of the Services in the first contractual year. Furthermore, it is understood that the indemnitee User who fails to make reasonable efforts to prevent or mitigate damages and/or to cooperate in gathering informative, documentary, and evidentiary material for defense purposes will lose the right to be indemnified.

16.2 Under no circumstances, subject only to the limits of applicable mandatory law, Inflead will be held liable for any damages, including but not limited to direct or indirect loss of profits, that may arise to the User from the Agreement, subject to the limits imposed by mandatory legal provisions and except as provided in the aforementioned section 16.1.

16.3 Inflead assumes no responsibility regarding the accuracy, reliability, and security of data, news, information, or links communicated through the Platform. The User acknowledges and recognizes that they will be solely and exclusively responsible for the use of data, news, information, and links communicated through the Platform, as well as any determination and action that the Influencer should make or undertake based on the same.

17. Termination of the contract

17.1 Inflead has the right to terminate the Brand or Agency License Agreement, pursuant to Article 1456 of the Civil Code, through a simple registered letter addressed to the Client, or PEC, or e-mail address communicated by the Customer in the Commercial Offer, in the event of violation by the Customer of one of the following provisions: articles. 10.5, 11.3, 11.4, 11.5, 12.1, 13.4, 15.1, 18 and 19.

17.2 In the event that the Client violates any provision of these General Conditions other than those indicated in the previous article and fails to remedy such breach within 15 (fifteen) days from receiving the notice to comply sent to them by Inflead via registered letter, the Brand or Agency License Agreement will be automatically considered terminated.

17.3 Inflead has the right to terminate the Influencer License Agreement, pursuant to Article 1456 of the Italian Civil Code, by sending an email to the Influencer at the address provided during registration, in the event of a violation by the influencer of any of the following provisions: artt. 11.3, 11.4, 11.5, 12.1, 13.4, 15.1, 18 e 19.

17.4 If the Influencer violates any provision of these General Conditions other than those indicated in the previous Article 17.3, anddoes not remedy such non-compliance within 15 (fifteen) days from the receipt of a warning to fulfill sent to the email address provided during registration, the Influencer License Agreement shall be automatically terminated.

18. Confidential Information

18.1 The User undertakes to respect the strictly confidential nature of Confidential Information and, in particular, to:

  • not disclose them to third parties, ensuring their overall security and adopting all necessary and reasonable measures to that end;
  • inform, where applicable, their personnel of the confidential nature of the Confidential Information, obtaining written commitments from them not to disclose such Confidential Information to third parties;
  • not use the Confidential Information for purposes other than the execution of this Agreement;
  • upon termination of the Agreement for any reason, destroy all documents and/or media containing the Confidential Information, providing evidence of such destruction where requested by Inflead, considering that no copies of such documents can be retained in any case.

18.2 During the term of the Agreement, the User may disclose Confidential Information related to Inflead, the Client, or the Influencer only to its employees, agents, and consultants to the extent necessary for the exercise of its rights and the fulfilment of its obligations under the Agreement, and as long as the User undertakes to inform and have these individuals subscribe to the same confidentiality obligations set forth for the User in this Article 18.

18.3 The User agrees to comply with the obligations arising from this Article 18 for the entire duration of the Agreement and for a period of 5 (five) years following its termination for any reason or cause, or for any longer period as may be granted by applicable law for the protection of the Confidential Information in question.

19. Processing of personal data

19.1 The Parties mutually acknowledge that, for the purposes of executing these General Conditions and the Agreement, each Party may disclose to the other Party personal data of their respective representatives from time to time (where applicable) and/or other individuals responsible for the management and execution of the established contractual relationship, which constitute personal data within the meaning of the General Data Protection Regulation (EU) N° 2016/679 (hereinafter, 'GDPR'). Each Party, acting as an independent data controller, undertakes to process such personal data in compliance with adequate and appropriate security measures and the laws applicable from time to time regarding the protection of personal data, including, by way of example and not exhaustively, the GDPR and Legislative Decree N° 196/2003 and subsequent amendments, solely for the purposes of carrying out the administrative and accounting management of the contractual relationship.

19.2 With specific reference to the processing of personal data of Users carried out by Inflead as an independent data controller within the context of the Platform, including the provision of Services to Clients and Influencers, please refer to the privacy information accessible at this link.

19.3 Users hereby undertake to indemnify and hold Inflead harmless from any prejudice that may arise because of any violation of the current legislation concerning privacy and personal data protection arising from or related to processing activities carried out by the Users themselves.

20. Applicable law and jurisdiction

20.1 The Contract is subject to Italian law.

20.2 Any dispute relating to the interpretation, resolution, and/or execution of the Contract will be subject to the exclusive jurisdiction of the Court of Trieste.

21. Final provisions

21.1 Upon natural expiry or early termination of the Contract for any reason or cause, the provisions in these General Conditions which provide for, or implicitly entail, a different duration will in any case continue to apply.

21.2 The nullity or ineffectiveness of individual provisions or clauses of these General Conditions will not result in the nullity or ineffectiveness of the entire General Conditions.

21.3 Any tolerance by Inflead or the User of behaviours carried out by the other party in violation of the provisions contained in the Contract and/or in these General Conditions, shall not constitute a waiver of the rights arising from the violated provisions, nor the right to demand the exact fulfilment of obligations and compliance with all terms and conditions stipulated in the Contract and/or in these General Conditions.

21.4 Any request for information and/or complaint related to the Contract can be sent by the User to the email address legal@inflead.com.

***

Following acceptance of the General Conditions during registration, pursuant to and for the purposes of the articles. 1341 and 1342 of the Civil Code, I expressly accept the following articles of the General Conditions: 2.3; 4.2; 5.2; 7.2; 8.2; 9.5; 10; 11; 12.1; 13; 14; 16 and 20.

Last update: 23/10/2023

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