General Conditions of Generated Content
The physical and/or legal person who directly or indirectly - also by sending specific hashtags including responding to comments within Instagram with the hashtag #cfcOK - authorized the communication and/or publication or dissemination of a personal contributed material, of any form or nature and of any form (including, but not limited to: images, photographs, videos, sounds, music, texts, writings and works of any kind) by Serendipity Srl (Tax ID - VAT no.: 08042190960), with headquarters in via Melone 2, 20121 Milano, (hereinafter "Grantor") transfers to said Serendipity Srl, irrevocably, non-exclusive, free of charge and free of any royalty, any and all rights to economic exploitation, including author's property rights and rights connected relating to said contributions (hereinafter "Authorized Contributions" and/or "Authorized Contribution"), with the right to sublicense, and declares to be solely responsible for the Authorized Contributions as well as warrants to have the rights and the legal capacity to accept these General Conditions of Generated Contents within its jurisdiction that, in fact, is agreed to.
To this end, the Grantor expressly acknowledges towards Serendipity Srl, the sole right to use the Authorized Contributions, to decide when to use them or remove them in whole or in part, being Serendipity Srl and its assignees, the only parties entitled and qualified for such work, without any time limits.
These rights are granted worldwide and for any use and economic exploitation. All Authorized Contributions will be considered of a non-confidential nature. To this effect, Serendipity Srl, will be entitled to: use, copy, distribute, reproduce, transfer, exploit, edit, process, transform, store in a database, make cuts, changes and/or additions, insert or replace comments and/or captions and/or disseminate such authorized Contributions for any purpose and in the manner and advertising and/or commercial choices Serendipity Srl and/or its assignees deem appropriate (such as, for example but not limited to, by reproduction and publication of contributions through the social channels Facebook, Instagram, brochures, magazines, albums, collections, products, etc., as well as commercial initiatives). To this end, the Grantor also authorizes Serendipity Srl and its assignees to match/ link, directly or indirectly, the Authorized Contributions to sales and promotional activities, the image and distinctive marks of Serendipity Srl and/or its assignees (subject to the moral rights of the Grantor).
The Grantor declares that the Authorized Contribution is original and exclusive work and that the same:
- - It was not drawn by derivation from any work of third parties without their consent;
- - does not violate or may violate any copyrights, trademarks or other intellectual or industrial property rights of third parties;
- - does not violate or may violate in any way the property or personal rights of third parties, having among other things, from any third parties (or whoever has ownership) in any way involved in the contribution, received all necessary authorization and/or specific consent in the foregoing;
- - does not violate any provision of law, including therein, without limitation, the provisions of Law no. 633/1941 and subsequent amendments and additions, of Legislative Decree 30/2005 - Code of Industrial Property and its subsequent amendments, of Legislative Decree 196/2003 - Privacy Code;
- is not obscene, racist, abusive, harassing, threatening, discriminatory, or otherwise contrary to public order or public morals in force;
undertaking to indemnify Serendipity Srl and its assignees for each event that one or more of such representations and warranties prove to be actually false or inaccurate. Serendipity Srl and its assignees will also have the right to disclose the identity of the Grantor to any third parties who claim that the Authorized Contributions constitute a violation of their intellectual property rights and/or assets and/or industrial and/or their moral rights and/or their privacy and/or any other rights provided by law.
Serendipity Srl and/or its assigns, shall not be liable in relation to the violation of the rights of the Grantor and/or third parties arising directly or indirectly from the use, in any form and way, of Authorized Contributions, in any case, by way of contractual liability, tort (including, as an example but not limited to, due to negligence or violation of the law) with respect to: i) financial losses (including, as an example but not limited to, any damage emerging, loss of revenue, current or anticipated profits, contracts, business, anticipated savings or opportunities); ii) loss of reputation; iii) consequential or indirect damages suffered by the Grantor or third parties.
Serendipity Srl and/or its assignees, is not be liable for Authorized Content not endorsed. Serendipity Srl and/or its assignees shall have no obligation to pre-screen, monitor, edit or remove any Authorized Content.
The Grantor agrees to be liable to Serendipity Srl and/or its assignees, to defend themselves (at the request of Serendipity Srl and/or its assignees), to indemnify and hold harmless the same from all costs, direct and indirect damages, expenses, losses, including any legal costs and in relation to any claim and/or claim and/or action which could be made in any court by third parties, including therein, public authorities, administrative and state bodies, due to any dispute arising out of, or in any way related to, the use of the Authorized Contribution by Serendipity Srl and/or its assignees and declarations and the guarantees provided by the Grantor with these General Conditions of Generated Content.
If required by Serendipity Srl and/or its assignees, the Grantor will cooperate fully in the defense of any claim. Serendipity Srl and/or its assignees reserve the right to assume the exclusive defense and control of any matter subject to indemnification by the Grantor which must not, however, resolve any complaint without the prior written consent of Serendipity Srl and/or its assignees.
If any provision of these General Conditions of Generated Content is deemed unlawful, void or for any reason inapplicable and/or unenforceable, said provision shall be deemed severable from these General Conditions of Generated Content and shall not affect the validity and enforceability and/or effectiveness of the remaining provisions. The non-implementation or failure to exercise, at any time or for any period, of any provision of these General Conditions of Generated Content shall not constitute a waiver of such provision, or be construed as such, and It shall not affect the right to enforce such provision thereafter or any other provision contained therein.
These General Conditions of Generated Content are exclusively subject to Italian Law; any and all disputes that may arise from the interpretation and/or execution of these General Conditions of Generated Content will be subject to Italian Jurisdiction and will be under the exclusive jurisdiction of the Court of Pesaro, or the relevant competent Division Specializing in Industrial and Intellectual Property in case the dispute involves industrial and/or intellectual property rights, with the agreed express exclusion of any other competing or alternative Jurisdiction and/or Law and/or Court.
In case of discrepancy between the Italian text and text in another language of these General Conditions of Generated Content , the Italian version shall prevail.
These General Conditions of Generated Content constitutes the entire agreement between the Grantor and Serendipity Srl and/or its assignees regarding the use of the Authorized Content, superseding any potential prior agreement between the Grantor and Serendipity Srl and/or its assignees.