GENERAL TERMS AND CONDITIONS

1. Recitals

1.1. These General Terms and Conditions (hereinafter, «General Conditions» or «Contract») govern the relationship between Evolution ADV Srl, with registered office in Rome, Via XX Settembre 40, VAT No. 14074001000, Certified E-mail (PEC): [email protected] (hereinafter, the «Provider»), and any «client» entity (natural person or legal entity, hereinafter, the «Client» or «User») that purchases the «Merlino» service offered by the Provider via the «portal» (e-commerce present on the website https://www.merlino.video/).

1.2. The Client, at the time of purchasing the «Merlino» service on the «portal,» declares to have carefully read and to fully accept these General Terms and Conditions. Acceptance is given by ticking the appropriate box (check-box) before payment.

1.3. These General Conditions are always available on the website https://www.merlino.video/ and may be freely modified by the Provider.

1.4. «Merlino» is software provided as a service accessible via the internet and integrates a software platform that allows for the generation of posts, videos, and images to be downloaded and published on websites.

1.5. The Provider manages the software named «Merlino» (hereinafter the «Software») with the right to distribute it and grant sub-licenses for its use to third parties.

1.5. The services offered by the Provider allow the Client to use the software in SaaS mode, i.e., via the web through a hosting service managed by third parties.

2. Subject Matter of the Contract

2.1. The subject of the Contract is the «Merlino» service, namely the granting, in SaaS (Software as a Service) mode, of a non-exclusive and non-transferable sub-license to use the «Merlino» software (hereinafter, the «Software»), which allows for the generation of posts, videos, and images based on URLs from the Client’s sites, according to the functionalities available on the platform.

2.2. The Client’s use of the «Merlino» software (the Software) will take place via a dedicated web platform, limited to the site indicated at the time of purchase.

2.3. The following related services are understood to be included:

– Third-party hosting service;

– Ordinary maintenance of the Software;

– Basic technical support;

– Possible provision of customized templates, based on the purchased plan.

2.4. The use of the software and the provision of the related services will occur on a credit (token) basis. For each content elaboration provided by the Client, a number of credits (tokens) will be deducted from the total available credits in the chosen package, as governed by the following Art. 3, according to the following price list:

– 24 credits (tokens) for a content elaboration that produces 1 post for each target social channel, including one 60-second video, charged in 15-second increments;

– 2 credits (tokens) for an elaboration that produces 1 image for each target content;

– 1 credit (token) for an elaboration of 1 text for each target content;

– 60 credits (tokens) for a content elaboration that produces 1 post for each target social channel, including one 60-second video generated with Avatar (delivery cost), charged in 15-second increments.

2.5. All services not expressly provided for in this Contract are excluded.

2.6. The Contract, in any case, does not include dedicated assistance for the correct use of the platform and its functionalities, or for information of a tax, legal, or administrative nature.

2.7. The Client acknowledges and accepts that the services may also be rendered by the Provider through third parties.

3. Plans, Fees, and Payment Methods

3.1. The services are provided through the purchase of credit packages («plans»), as indicated on the Provider’s website at the time of purchase.

3.2. Payment is made at the time of the order via the methods made available on the site (e.g., credit card).

3.3. Following payment, the Provider shall credit the purchased credits to the Client’s account, who may then begin to use the service.

3.4. Credits may be used exclusively within the duration of the subscribed plan. Upon expiration, unused credits shall be forfeited (reset to zero) without any right to a refund.

3.5. Prices are expressed in Euros and are to be understood as exclusive of VAT, unless otherwise indicated.

4. Duration and Renewal

4.1. The duration of the plan is annual or monthly, commencing from the activation date (i.e., from payment).

4.2. Upon expiration, the Contract shall not automatically renew. The Client may renew it by purchasing a new plan on the Provider’s site.

5. Service Access Methods

5.1. Access to the Software is via a restricted area, using credentials (username and password).

5.2. The Client is responsible for the safeguarding and confidentiality of the credentials and shall be liable for any unauthorized use.

5.3. In the event of theft, loss, or even suspected loss of credentials, the Client undertakes to promptly inform the Provider in writing, who will assess the appropriate procedure to apply for the restoration of normal and correct use of the services.

5.4. The Provider reserves the right to adopt all precautions it deems most appropriate with the aim of ensuring a sufficient degree of security for access to the services.

5.5. The Provider reserves the right to constantly monitor access activity to the services, with the aim of verifying any anomalous use to ensure its efficiency and functionality.

6. License and Limitations of Use

6.1. The software remains the exclusive property of the company Wayup srl («the Owner»), which holds all industrial and intellectual property rights thereto. Its use is granted by the Provider to the Client under a simple sub-license for use, to be understood as limited to the duration of this Contract, non-exclusive, and non-transferable (even partially), granted for the exclusive purposes of the Client’s business.

6.2. The Client may not resell, sublicense, rent, share, or otherwise assign and/or distribute, in whole or in part, the software.

6.3. The Client undertakes to use the software in accordance with all applicable laws and regulations.

6.4. The Client undertakes and ensures compliance by its employees and collaborators with the conditions of this Contract in the use of the provided services.

6.5. Licenses for third-party software components, possibly integrated into the platform, are granted to the Client for use on a non-exclusive basis. The use of libraries or code portions licensed under GPL and integrated into the software is subject to the terms and conditions provided in the relative use licenses, which the Client declares to be fully aware of and to accept, assuming the obligation to comply with them.

6.6. The Client may use the software and its related content only on the sites identified at the time of the sub-license purchase.

6.7. The Client acknowledges that 6 months after the contract’s expiration, the Provider will permanently delete the generated content with no possibility of recovery.

7. Limitations of Liability

7.1. The Client acknowledges that the contents are generated by the platform automatically; therefore, in relation to the same, no warranty is provided by the Provider and/or the Owner, who in no case and for no reason whatsoever may be held liable for them. The Client, in any case, releases the Provider and/or the Owner from any liability regarding their correctness, lawfulness, or suitability.

7.2. The Client expressly indemnifies the Provider and/or the Owner from any claim for damages that may come from third parties regarding the content generated via the platform, or from an improper use of the same, including for any infringements of copyright, intellectual and/or industrial property, or other third-party rights, or, in any case, on any grounds and/or for any reason whatsoever.

7.3. The Client has reviewed and is aware of the software’s functionalities, deeming them suitable for its needs.

7.4. The software does not perform functions other than those described in this contract or provided for in the platform’s control panel.

7.5. The Provider is not liable for any malfunctions deriving from causes beyond its control (e.g., hosting services, third parties, force majeure).

7.6. Any intervention by the Provider’s personnel for data entry, data restoration, or system reconfiguration phases made necessary by anomalies independent of the Provider’s responsibility or assumed obligations is expressly excluded.

7.7. The Client is aware that the software is developed including third-party software components; therefore, the Client releases the Provider and/or the Owner from any liability regarding their correct functioning.

7.8. The Provider and/or the Owner shall, in any case, not be liable in any way for any pecuniary and non-pecuniary, indirect, incidental, special, consequential, or punitive damages arising from the use or inability to use the software, the platform, and/or the generated content.

8. Confidentiality

The Client undertakes to keep confidential any confidential information learned in relation to this Contract.

9. Suspension and Interruption of Services

9.1. The Provider reserves the right to suspend and/or interrupt the use of the service, or to disconnect (temporarily or permanently) the Client, without acknowledging any refund, indemnity, and/or compensation, with the consequent subsequent cancellation of access credentials, should it become aware or determine that the Client is engaging in behavior contrary to law or public order.

9.2. In particular, the Provider reserves the right to suspend the use of the service should it become aware, or deem, that one of the following circumstances has occurred or is occurring:

a) Force majeure or fortuitous event;

b) Tampering or interventions on the software or services offered, carried out by the Client or unauthorized third parties;

c) Incorrect or non-compliant use of the functionalities and services made available to the Client;

d) Malfunction, slowdowns, or interruptions of the hosting service;

e) Necessary ordinary and extraordinary maintenance activities by the Provider or the hosting service manager;

f) Use of the service that causes a situation of danger or instability for the platform such as to cause damage to the Provider;

g) Anomalous data traffic, or such as to prevent the normal provision of the service to other clients;

h) Should public authorities or other third parties notify the Provider of an unlawful, improper, or non-compliant use of the service by the Client.

9.3. The Client acknowledges and accepts that the Provider may interrupt the service in order to maintain, update, and modify the service or enable new services in both the Software and Hardware parts, providing advance notice to the Client, without the latter being able to make any claim whatsoever.

10. Termination

The Provider may terminate this Contract by right, pursuant to Art. 1456 of the Italian Civil Code, in the event of:

a) non-payment of the fee;

b) breach by the Client of the platform’s rules of use;

c) breach by the Client of copyright, intellectual and/or industrial property, or other third-party rights.

In such an event of termination, the Contract shall cease with immediate effect, and the Provider shall also have the right to compensation for damages sustained.

11. Privacy and Data Processing

The processing of the Client’s personal data is carried out in accordance with EU Regulation 2016/679 (GDPR) and the privacy policy available on the Provider’s website.

12. Applicable Law and Jurisdiction

This Contract is governed by Italian law. For all disputes that may arise in relation to this Contract, including those concerning its validity, interpretation, execution, and termination, the Court of Rome shall have exclusive jurisdiction.

13. Model 231

The Client declares to have read and to be aware of the Code of Ethics of EVOLUTION ADV SRL and the general standards of transparency for sensitive activities pursuant to the adopted Model 231. The Client undertakes to comply with the provisions of said documentation during the execution of the Contract. With reference to the execution of the activities covered by the Contract, the Client:

a) undertakes to respect and to ensure that its directors, employees, and/or any Collaborators (i.e., consultants, agents, and intermediaries of the company engaged in the execution of the contract) respect the principles of the code and documents mentioned above;

b) declares and warrants to have issued and implemented provisions to its directors, employees, and/or any Collaborators, aimed at preventing the commission, or attempted commission, of conduct sanctioned by Legislative Decree 231/2001 and undertakes towards EVOLUTION to ensure the full implementation of these provisions for the entire duration of the Contract;

c) undertakes to comply with anti-corruption laws, meaning (i) Legislative Decree 231/2001, (ii) the FCPA, (iii) the UK Bribery Act 2010, (iv) other applicable anti-corruption laws in the world, and (v) international anti-corruption treaties such as the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the United Nations Convention against Corruption;

d) undertakes to promptly report to EVOLUTION ADV SRL any request or demand relating to any undue payment of money or other utility, received in connection with the execution of this Contract;

e) declares not to be in any situation of conflict of interest referable to the execution of this Contract and undertakes to promptly inform the other party should such a situation arise during the execution of the Contract itself. For the purposes of this Contract, a conflict of interest means any situation referable to the party capable of interfering with the ability of the directors, employees, and Collaborators of the other party to make impartial decisions in the latter’s interest.

The parties agree that non-compliance, even partial, with the declarations and obligations in this article shall constitute a serious breach of contract and shall entitle EVOLUTION ADV SRL to suspend or terminate the contract in the forms provided by law, without prejudice to the right to compensation for damages suffered as a consequence of the breach.

The exercise of the above right shall be to the detriment of the non-compliant party, which shall, in any case, bear all additional expenses and costs resulting from the non-compliance, even partial, with the declarations, warranties, and obligations set forth in this article, with the obligation to indemnify the other party against third-party claims.

14. Complaints

Any complaints may be submitted by the Client to the email address: [email protected]

Clauses pursuant to Artt. 1341 and 1342 of the Italian Civil Code

The Client, by means of a specific electronic check (tick-box), declares to have read and to expressly accept the following clauses:

– Art. 2 (Subject Matter of the Contract);

– Art. 3 (Plans, Fees, and Payment Methods);

– Art. 4 (Duration and Renewal);

– Art. 6 (License and Limitations of Use);

– Art. 7 (Limitations of Liability);

– Art. 9 (Suspension and Interruption of Services);

– Art. 10 (Termination);

– Art. 12 (Applicable Law and Jurisdiction).