Terms and Conditions of Service
The following terms of service (hereinafter"TOS") are the rules under which Buzzoole S.p.A. a limited liability company registered in Italy with Tax Number and VAT no. 05180070657 and registered office in Via Vannella Gaetani, 27, 80121, Naples, Italy, with certified e-mail address buzzoolespa@legalmail.it (hereinafter “Buzzoole”), regulates the access to and use of its technological platform, accessible through the website www.buzzoole.com (hereinafter “Platform”). Through the Platform, Buzzoole offers to the registered users of such Platform (hereinafter "Influencer" or "Content Creator" or "User") the possibility of using the services offered by Buzzoole referred to in the below Article 5. Buzzoole is the owner of all intellectual property rights arising from or regarding the Platform, the relevant source code of the software and each relevant logo and registered trademark, as better specified in the following Article 11.These TOS constitute the conditions of the agreement with Buzzoole, pursuant to, and for the purposes of, the Article 1341 of the Italian Civil Code and are, therefore, legally binding from the moment they are accepted by the Users. Accordingly, by accepting the TOS, the User enters into a legally binding agreement with Buzzoole (hereinafter "Agreement"). As a result of the acceptance of the TOS, the User and Buzzoole are each a Party and, jointly, the Parties to this Agreement.
Buzzoole reserves the right to modify these TOS at any time. In this case, any change shall be communicated to the User by prior notice through the e-mail address provided by the latter upon registering into the Platform. Alternatively, the User will be asked to accept the new version of the TOS upon accessing the Platform for the first time after the change has occurred.
USE OF THE PLATFORM
1. Registering on the Platform
1.1 In order to access the Platform, the User has to register on it for the first time, using their active account on one of the social media indicated on the login page (hereinafter "Social Media Account"); accordingly each subsequent access (hereinafter "Login") will take place through the use of the Social Media Account which, therefore, shall constitute the credentials for Login on the Platform (hereinafter the "Login Details").
1.2 Should the User complete the first registration through the use of social media accounts belonging to organizations, entities, companies, foundations or in general to any legal entity, then such User confirms to have been authorised for the use of the relevant social media account, indemnifying Buzzoole from any form of liability, whether direct or indirect, arising from the improper use of the aforementioned social media accounts.
1.3 The User must have the minimum age of 14 years at the time of the registration on the Platform. To this extent, any new User confirms, under their own responsibility, to be at least 14 years old and that their consent is consciously given to the processing of personal data, so as required by the D.L. n.101 August 10, 2018, which sets the aforementioned age at the age of 14 and by the current General Data Protection Regulation, which, by setting the aforementioned age at 16, refers to the laws of the individual EU countries.
1.4 The Content Creator is the sole responsible for maintaining the confidentiality of their Login Detail and must notify immediately to Buzzoole any loss of exclusive control over this information. In the absence of such notification, the Content Creator shall be held responsible for any potential action or damage caused through the use of such credentials.
1.5 The Users shall be considered thoroughly and solely liable for any potential damage caused to Buzzoole or any third-party because of the inappropriate use of the Login Details. Except for the circumstances cited in above Article 1.2, any operation carried out through the use of the Login Details shall be deemed to have been carried out by the User to whom the Login Details belong. Additionally, the User agrees that Buzzoole can use and track, as evidence of the operations processed, any data found through the IT system, also for the purpose of ensuring the correct functioning of the Platform.
2. Creation and Use of the Buzzoole Account
2.1 By using the Social Media Account chosen upon the registration, the User accesses their own reserved area on the Platform, through which they can receive the services offered by Buzzoole (hereinafter the "Buzzoole Account").
2.2 In order to complete the registration on the Platform, the User shall be required to complete their Buzzoole Account, i.e. providing the requested personal data and the information on how to receive payments. The User declares and confirms that any personal data provided is real and truthful and undertakes that any such data will be kept up to date for the entire term of this Agreement. Finally, the User is aware that all the information required for the completion of the Buzzoole Account is necessary for the provision of the services referred to in the following Article 5 of this TOS.
2.3 Without prejudice to the provisions referred to in Article 1.3 above, and without Buzzoole being in any way responsible for the activities carried out through the aforementioned Buzzoole Account, Buzzoole reserves the right to access the User's Buzzoole Account, without the consent of the User, to solve technical issues. Furthermore, Buzzoole reserves the right to access the Buzzoole Account in the event of suspicion of illegal activities carried out by the Content Creator through their Buzzoole Account or if requested to do so by judicial authorities.
2.4 By signing these TOS, the User declares to have understood and acknowledges the purpose and functionality of the Platform accessible through the Buzzoole Account and the relevant functionalities, in consideration of which, also taking into account their needs and its own devices, has come to the decision to enter into this Agreement. Buzzoole, therefore, assume no responsibility for this choice and the User remains solely responsible for it.
2.5 In case of an interruption of the services offered through the Buzzoole Account, or if a technical failure or malfunction of the Platform depending on Buzzoole occurs, the User can contact the Buzzoole helpdesk service via the e-mail customercare@buzzoole.com. In this circumstance Buzzoole, while not assuming any responsibility for the interruption of the service, undertakes to process the request within a reasonable and necessary time for the resolution of the issue, also taking into consideration the seriousness of the event.
2.6 Should maintenance interventions relating to the Platform become necessary, Buzzoole may, in case of urgency, temporarily suspend the Buzzoole Account, even without notice to the Users.
3. Use of Personal Data
3.1 The User undertakes to provide Buzzoole, upon registering on the Platform, with real and truthful personal data and undertakes that any such data will be kept up to date for the entire term of this Agreement. Accordingly, Buzzoole shall not be liable for any damage or loss which is or might be caused by a failure in updating the data from the User (i.e. the failure of receiving communications because of an old email address).
3.2 The User acknowledges and accepts that registration on the Platform takes place using their Social Media Account and that Buzzoole, at the time of the creation of the Buzzoole Account, acquires and can acquire from the Social Media Account chosen from time to time only the data for which the User has given their specific consent.
3.3 The User acknowledges and accepts that, in order to permit the use the Services, so as defined in the below Article 5, Buzzoole shall develop their "influencer profile", which is obtainable by measuring their degree of "influence" concerning certain topics (hereinafter the "Profile"). The measurement and collection of personal data necessary for the creation of the Profile will be made on each social media whose the relevant Social Media Account has been linked to the Buzzoole Account of the Platform, in compliance with the provisions of Article 3.2 above. The Profile, thus elaborated, will allow the User to use the services offered through the Platform. Particularly, the Content Creator acknowledges and accepts that during the registration and creation of the Profile, the application available through the Platform will also collect some data from the Google services used by that User. To this extent, by giving consent to this application, the User equally gives consent so that the application may also connect to their Google account and the YouTube channel. The collection of this information is necessary to integrate the main Profile and to detect the influence and the audience on YouTube. The terms and conditions of the processing of such data, as well as the type of authorizations requested, are accurately described in the Privacy Policy, which can be consulted at the following address [https://buzzoole.com/page/privacy].
3.4 Buzzoole reserves the right to include the User's name or pseudonym in the list of Users of its Portfolio and/or in the marketing material, either on printed paper or on electronic format.
4. Agreement Duration and Termination
4.1 This Agreement shall remain in force for an undetermined period, unless terminated by either Party pursuant to the provisions set forth at following Article 4.2.
4.2 Either Party may terminate this Agreement at any time by serving notice in writing to the other Party. Buzzoole may terminate this contract by giving notice through the Content Creator’s email address provided upon registration; Users may terminate this contract by serving their notice of termination to the e-mail address customercare@buzzoole.com or by using the feature for the Buzzoole Account deletion available on the each User’s personal profile (https://buzzoole.com/settings). The termination shall be effective seven (7) days after the relevant notice is served, without prejudice to the User's rights on any fee accrued to the date of termination, pursuant to and under the conditions set out in the below Article 7. If the notice is served during an ongoing influencer marketing campaign in which the User is participating, then the termination of this Agreement will be effective from the end of such influencer marketing campaign or, in any case, subject to the conditions for the withdrawal from it, as indicated in the campaign terms ( hereinafter "TOC") specific to each campaign and the relevant Brief, as defined in the TOC.
5. Services
5.1 Pursuant to the terms of this Agreement, Buzzoole undertakes to render to the Content Creator the following Services:
5.1.1 Access to, and use of, the Platform to the User for the creation and development of their own Buzzoole Account and management of the relevant internal and reserved area;
5.1.2 Creation and development of the Profile trough the Buzzoole application, accessible only through the Platform and subject to the connection to the Social Media Account selected and authorised from time to time by the User;
5.1.3 Proposal and promotion of the User’s Profile to Buzzoole customers, who may select the promoted Content Creator for the creation and management of their influencer marketing campaigns, in compliance with the campaign terms outlined in the relevant Brief and the TOCs.
6. Cost of the Services
6.1 The Services provided by Buzzoole and regulated in this Agreement are provided free of charge, and the User is not subject to the payment of any commission for the provision of such Services nor for the use of the Platform.
6.2 All costs relating to devices, software, hardware and internet connection necessary to access the Platform are the sole responsibility of the User.
7. Warranties and Limitations of Liability
7.1 Buzzoole will put every reasonable effort to provide the User with continuous access, without interruption, to the contents and Services offered through the Platform but shall not, under any circumstances, be held responsible if one or more of the Services or contents may be temporarily inaccessible to the Content Creator. By way of example, Buzzoole shall not be liable for any interruption of the services occurring by reason of force majeure or malfunctioning of services due to telephone lines or electricity networks failure, either national or international.
7.2 Furthermore, Buzzoole, subject to the limitations set forth in the Article 1229 of the Civil Code, shall not be held responsible for any potential damage suffered, directly or indirectly, by the User or by third parties arising from or connected to the use of the Platform.
7.3 Buzzoole is also not responsible for the verification of data, news, information, and, in general, for the content of the material distributed through the Platform, the reliability and security of such content and widespread links by third parties and for the use of such data and content by the User. Particularly, the parties mutually agree that the User is, and shall be, solely and exclusively responsible for the use of data, news, information, and any material and content distributed through the Platform.
8. Use of the Platform – Invitation to Participate in the Campaign
8.1 The registration on the Platform does not give any right to participate in the influencer marketing campaigns managed by Buzzoole (hereinafter "Campaign" or "Campaigns"); it will be Buzzoole that, at their sole discretion, will offer the Content Creators, depending on the type of campaign commissioned, the engagement in a Campaign to run through the Platform. The Content Creators will be automatically selected by Buzzoole based on the type of their Profile and proposed to the customer of Buzzoole, who will be asked to confirm Buzzoole's interest as to whether engaging the proposed Content Creator or not.
8.2 Where a Content Creator is invited to participate in a Campaign, even if no subsequent Engagement occurs, that Content Creator shall keep confidential the information relating to the Campaign, the commissioning Brand and the conditions reported in the Brief. More in general, the Content Creator shall keep confidential all the information available on the Platform relating to Campaigns and the relevant commissioning Brands, being liable, otherwise, for any damage caused to Buzzoole or the commissioning Brand because of the unauthorised disclosure.
8.3 The Content Creator is aware that each Campaign will be governed by specific TOCs and by the specific rules indicated in the Brief. If the terms of the Brief and the TOC should be conflicting with this TOS, then the Brief and the TOC will prevail over this TOS.
9. Intellectual Property
9.1 The Content Creator acknowledges and confirms that Buzzoole owns all the intellectual property rights of each component of the Platform (e.g. text, images, videos, software, etc.) made available to the User. Any reproduction, duplication, copying, selling, reselling or exploiting for any commercial purpose is prohibited except where expressly authorised by Buzzoole. To this extent, the Content Creator declares to be not entitled to claim for rights on, or in, patents, copyrights, databases, trade secrets, trade names, registered trademarks (registered or not yet registered) or in any case for any other right or license relating to the Platform.
10. “Gamification” Activities and Buzzoole Credits
10.1 Buzzoole reserves the right to encourage and promote the use of the Platform through supplementary activities that are proposed from time to time to Users, such as, for example, the suggestion of a new User, the participation in a survey, the participation in online minigames etc. (the "Gamification Activity"). For some of the Gamification Activities Buzzoole, at their sole discretion, may award the Users with some bonus points convertible into gift cards (the "Buzzoole Credits"). Such gift cards can be used for online purchases only and may be redeemed by converting the Buzzoole Credits for a maximum nominal value of 15 Euros for each card.
10.2 Buzzoole Credits are assigned at Buzzoole's sole discretion, and the User will be informed of the number of Buzzoole Credits eventually awarded and the conditions for the award before carrying out the any Gamification Activity. The User can also view the Buzzoole Credits accrued in a dedicated area within their Account.
10.3 The conversion into a gift card occurs upon reaching the minimum threshold of 50 Buzzoole Credits and Users who have reached this threshold must request the conversion within 60days from the date of the threshold is reached; otherwise, the Buzzoole Credits will be annulled by Buzzoole and cancelled from the Platform. Equally, all Buzzoole Credits that have not reached the minimum conversion threshold will be automatically cancelled from the Platform after 60 days from the date of their assignment. It will, therefore, be the sole responsibility of the User to request the conversion of Buzzoole Credits that have already reached the conversion threshold in the reference period or try to carry out other activities on the Platform so that the conversion threshold is reached within the indicated 60-days deadline.
10.4 In the event of termination of this Agreement by either Party pursuant to Article 4, the User will not be entitled to the conversion of the Buzzoole Credits accrued up to that date if the relevant Buzzoole Credits have not reached the threshold set for the conversion by the termination date.
11. Governing Law and Jurisdiction
11.1 These TOS and the Agreement shall be governed by and construed in accordance with the laws of Italy.
11.2 If any undertaking or other provision in these TOS shall be held to be illegal or unenforceable in whole or in part under any enactment or rule of law, such undertaking or other provision or part thereof shall, to that extent, be deemed not to form part of this TOS but the enforceability of the remainder of the undertakings and other provisions of this TOS shall not be affected;
11.3 These TOS are to be deemed as a courtesy translation to English of the original TOS in Italian. In case of any conflict between this version and the TOS in Italian, the latter shall prevail.
11.4 Without prejudice to the application of art. 33, sub u) of Legislative Decree 6.9.2005, n. 206, disputes that may arise between the Parties in relation to this Agreement, including disputes relating to the interpretation, execution and validity of it, will be the exclusive competence of the Italian Court of Naples.
11.5 Pursuant to and subject to the regulations outlined in the articles 1341 and 1342 of the Civil Code, the User declares to have carefully read and expressly approves the following clauses: Article 7 (Guarantees and Limitation of Liability), Article 9 (Intellectual Property), Article 11 (Applicable law and forum disputes).
