These terms and conditions (hereinafter referred as “Terms and Conditions”) regulate the use of the Video Community Marketplace, as below defined, as well as the relationship between Mosaicoon S.p.A., with registered office at via Nazionale 42, Isola delle Femmine (Palermo), Italy, VAT no. 05866440828, REA no. 280967, Social Share Capital: € 424.915,92 Paid up (hereinafter referred as “Mosaicoon”) and its users.
The Video Community Marketplace connects Customers, as below defined, with a network of creatives, video makers and publishers in a shared process of creation and distribution of Contents, as below defined, bringing together all the steps of an advertising video campaign.
The Terms and Conditions are composed of the following sections:
3. Mosaicoon’s Services;
4. Access to the Video Community Marketplace;
5. Functioning of the Video Community Marketplace;
6. Users’ Additional Obligations;
7. Fees and Payments;
8. Intellectual Property Rights;
9. Mosaicoon’s Liability;
12. Term, Withdrawal and Termination;
15. Data Protection;
For the purpose of these Terms and Conditions:
a) Budget: means the overall cost of the production of a Video Project, as described among the information provided by the Creator during the uploading of the Video Project on the Video Community Marketplace, even in accordance with the cost suggested by the Video Community Marketplace after the uploading;
b) Contents: means any material, video, file, document, image, name, object, person and any other element mentioned, uploaded, downloaded and/or in any way shared by the Users on the Video Community Marketplace;
c) Creator/Creators: means any natural person and/or legal entity entitled to access and use the Video Community Marketplace that creates and sells the Video Project using the Video Community Marketplace;
d) Customer/Customers: means any natural person and/or legal entity entitled to access and use the Video Community Marketplace that purchases the Video Project and the Media Pack(s) in the context of its business or the commercial, professional or craft activity performed;
e) Media Pack(s): means a bundle of online video distribution services provided by Mosaicoon at request of the Customer, as described under paragraph 3.3 of these Terms and Conditions;
f) Parties: means collectively Mosaicoon, Creator/Creators and Customer/Customers;
h) Private Area: means the personal account of each User on the Video Community Marketplace which collects all the personal information provided by each User during the registration process, aimed at managing the own profile and portfolio of Contents and Video Projects ordered, uploaded, downloaded, sold and/or purchased by the User;
i) Users: means collectively Creator/Creators and Customer/Customers;
j) Video Community Marketplace or Website: means the technology platform developed and owned by Mosaicoon, accessible at the following URL: app.mosaicoon.com ;
k) Video Project: means collectively two types of video content that Creators produce and sell to Customers through the Video Community Marketplace, namely a video content to be produced after the Customer’s purchase and a ready video content which shall only be further edit by the Creator with the standard branding materials provided by the Customer;
l) Video Sample: means the basic video format that Creators produce and adapt to Customer’s requests.
1. These Terms and Conditions regulate the use of the Video Community Marketplace and the relationship between Mosaicoon and Creators (the latter acting as the sellers of Contents available on the Video Community Marketplace), as well as, between Mosaicoon and the Customers (acting as buyers of the Contents available on the Video Community Marketplace).
2. By registering through the Website in order to access the Video Community Marketplace and/or in any way share Contents through it, Users accept to be bound by these Terms and Conditions. Therefore, Users shall carefully read these Terms and Conditions before accessing or in any way using the Video Community Marketplace. Users hereby acknowledge and declare to be aware that some rights, obligations or restrictions arise from the acceptance of these Terms and Conditions.
3. In addition, Mosaicoon expressly reserves the right to provide with specific and/or additional terms and conditions in connection with services provided by Mosaicoon and not regulated by such Terms and Conditions. In those cases these Terms and Conditions will apply only if not expressly derogated by the specific terms and conditions of the relevant service.
4. These Terms and Conditions do not create any form of association, joint-venture or incorporation, even de facto, between Mosaicoon, the Creators and the Customers.
3. Mosaicoon’s Services
1. Video Community Marketplace aims to facilitate the online meeting of the Users for the integrated management, carried out directly by them, of the whole process of video campaigns.
2. Following the exact fulfillment of the obligations set forth under sections 4 and 6 of these Terms and Conditions, Mosaicoon makes available to the Users the Video Community Marketplace with the related technology which is used by Users for the management of the process of video campaigns.
3. Through the Video Community Marketplace, Users could use also the Media Packs, that may vary on the basis of the functionalities provided and the fees due, provided by Mosaicoon for the online distribution of the video campaigns.
4. Mosaicoon reserves the right to amend from time to time the services provided as well as to include additional services to be provided to the Users.
5. Unless explicitly specified otherwise in the Website or in relation to the Media Packs, Mosaicoon’s activity is limited to facilitate the availability and the use of the Video Community Marketplace and its services to the Users. Mosaicoon cannot and does not control the Contents and the Video Projects in any way shared, uploaded and downloaded by the Users. Therefore, Mosaicoon is not responsible for and disclaims any and all liability related to such Contents, Video Projects and their use by the Users and/or any third parties related to them.
4. Access to the Video Community Marketplace
1. The access to and the use of Video Community Marketplace is voluntary, free of charge and allowed only to Users.
2. To access the Video Community Marketplace and use its services, Users must previously create their online account and provide all the identification information, as well as their portfolio of Video Projects if are Creators, as required by the registration form provided within the Video Community Marketplace.
3. By registering on the Video Community Marketplace, Users agree to:
i. provide clear and accurate identification information, proving in particular – if natural person – to have reached the age of majority, and not to create an account for anyone other than themselves;
ii. provide complete, correct and true data; and to update such data to keep them complete, correct and true, assuming any and all liability in relation to them pursuant to sections 2, 46, 47 and 76 of the Presidential Decree n. 445 of December 15, 2000 and any other regulation in force or applicable from time to time;
iii. keep their credentials (usernames and passwords) strictly confidential and not to disclose or share them with anyone;
v. not to transfer their personal account to anyone without prior written permission of Mosaicoon.
4. By registering, Users acknowledge that any information that turns out to be false or libellous may trigger the take down of their personal account.
5. During the registration process, Users shall provide a personal email address, necessary for the activation of their Private Area (the “Registration Address”). Such email address could not be modified in future and it will be used also for any communication addressed to Mosaicoon and related to the use of the Video Community Marketplace. In case Users want to use another email address to receive communication, they have the possibility to indicate an alternative address in section “Profile” of their Private Area.
6. At the end of the registration process, Users will receive the credentials in order to access their Private Area on the Video Community Marketplace and use it and its services.
7. In the startup stage of the Video Community Marketplace, the access to it will be limited to invited Users only through Mosaicoon’s specific invitation. Mosaicoon is free to provide invitation to join the Video Community Marketplace at its sole absolute discretion. In this case, the invited Creators shall upload their identifying information (namely, name and address) and their portfolio of Video Project to the Video Community Marketplace. At the end of such registration process, Users will receive an email from Mosaicoon to confirm the creation of their account.
8. Users will be the sole responsible for the management of their Private Area and for the activities carried out on and through it, even if carried out by third parties. Users shall immediately inform Mosaicoon if they become aware of any unauthorized use of their personal account.
9. Mosaicoon reserves the right to refuse at its own absolute discretion the registration of any User. Mosaicoon reserves the right, at any time, to suspend or delete such registration and the personal account of the Users in case of violation by them of any third party right, any provisions of these Terms and Conditions and/or any other rules in force and applicable from time to time, as better described under section 12 of these Terms and Conditions.
5. Functioning of the Video Community Marketplace
1. Through the Video Community Marketplace, the Creator will upload, and the Customer will select, the details of the Video Project. In particular, the Creator may choose to upload three types of video content, namely (i) a video content to be produced after the Customer’s purchase, (ii) a ready video content which shall only be further edit by the Creator with the standard branding materials provided by the Customer, and (iii) a Video Sample, to be further processed on the basis of Customers’ requests.
2. The uploading of a Video Project by the Creator will be intended as an irrevocable offer (“Proposta irrevocabile”) to enter into an agreement with the Customer who chooses to buy one of its Video Project uploaded and offered on the Video Community Marketplace, in accordance with section 1329 of the Italian Civil Code (“C.C.”). Creator cannot revoke its offer.
3. During the uploading process of a video content to be produced or a ready video content to be edited, the Creator should provide specific information related to the Video Project, including by way of example but not limited to, subject, categories (i.e. nature, design, music, technology, etc.), duration, delivery time, Budget, sponsorship of the video content. The match-making system could automatically suggest the most common Customer’s researches and trends which Creators may use in order to improve their Video Project. It remains understood that Creators are free to upload any kind of video content which does not conflict with Video Community Marketplace’s policies.
4. To research and select a Video Project within the catalogues available on the Video Community Marketplace, the Customer should express some preferences, including by way of example, but not limited to, subject, duration, delivery time of the sought Video Project, and choose the video categories of its interest. In any case, the Customer could look over the entire catalogue of video contents available in the Video Community Marketplace and choose every typology of video that fits his needs. Furthermore, the Customer could ask for adding to the selected Video Project the services provided by Mosaicoon within one or more Media Packs.
5. If the Customer chooses to enter into an agreement for the production and/or the provision of a Video Project with the Creator, the Customer hereby agrees to accept any terms, conditions and rules associated with such Video Project as indicated by the Creator within the details of the Video Project, and to delegate Mosaicoon to carry out all the formalities related to the conclusion of the agreement, included by way of example invoicing and transfer of payments. In the same time, the Creator hereby agrees (i) to enter into the agreement if the Customer accepts such terms, conditions and rules; (ii) to remove the purchased Video Project from any other channels of distribution or publication; and (iii) not to sell the Video Project to third parties through any other channels of distribution or publication. Such acceptance of the Customer will be intended as the acceptance of the irrevocable offer made by the Creator as described under paragraph 5.2 above. In case the Creator will refuse to enter into the agreement, for example by refusing to provide the Customer with the purchased Video Project, the Creator will be subject to the payments of the penalties set forth below.
6. The execution of the agreement implies the acceptance by the Customer of the terms and conditions of the Media Packs that will be provided to the Customer by Mosaicoon for the online distribution of the Video Project.
7. The Creator’s performance of its obligations under the agreement could be monitored by the Customer via the Project Dashboard of the Video Community Marketplace, and the Creator can manage and upload the Video Project.
8. Except as provided under section 5.5 above, it remains understood between the Parties that Mosaicoon will play no role in connection with the agreement executed by and between the Creator and the Customer, and Mosaicoon does not guarantee and it cannot be considered responsible for the fulfillment of the obligations which are upon the Creator and the Customer under the agreement.
6. Users’ Additional Obligations
1. By accepting such Terms and Conditions Users agree not to:
i. use the Video Community Marketplace for purposes which are in contrast with any applicable law, regulation, order and/or provision issued by a competent authority;
ii. upload on the Video Community Marketplace virus or any other code which may cause damages to it;
iii. use the Video Community Marketplace in a way which might determine damages to it;
iv. collect Users personal information or any other information which might be deemed confidential or covered by trade secret.
2. By accepting such Terms and Conditions, Users agree to not upload and/or in any way share on the Video Community Marketplace Contents that:
i. infringe third party’s intellectual property rights (including, but not limited to, copyrights, trademarks, rights of publicity, patent, trade secret) or any other rights;
ii. are defamatory, detrimental or in any way able to produce damages of any kind towards third parties;
iii. infringe any applicable law, regulation, order, provision issued by a competent authority;
iv. constitute marketing communication or spam;
v. are pornographic or constitute an incitement to hate or discrimination.
7. Fees and Payments
1. The payment of all fees and amounts due for, or otherwise associated with, a Video Project are required to be made through the Video Community Marketplace, in accordance with these Terms and Conditions and the agreement.
2. The Customer will pay to Mosaicoon the Budget of the purchased Video Project and the amount due for the services used on the Video Community Marketplace. Mosaicoon will transfer to the Creator, within 60 days end of month from the execution of the agreement, an amount of the Budget equal to that indicated within the details of the Video Project when uploaded for the first time on the Video Community Marketplace.
3. Upon payment of the Budget, the Creator must sign a receipt of payment provided by Mosaicoon, or issue an invoice, if required by law.
4. Users are the sole responsible for the truthfulness, completeness and accuracy of the information provided or required to make and/or receive the payment. Any bank fees related to returned or cancelled payments caused by incorrect information may be deducted from the payment to be made by Mosaicoon to the Creator, if the incorrect information have been provided by the Creator, or may be added to the payment to be made by the Customer to Mosaicoon, if the incorrect information have been provided by the Customer. Such fees will be at the expense of Mosaicoon only if originating from its wrongful intentional or grossly negligent conducts.
5. Users should pay any taxes or fees due for any reason in relation to the use of the Video Community Marketplace and its services as required by Italian law.
6. Any objection about payments made and executed in accordance with these Terms and Conditions should be addressed by the Users to Mosaicoon at email@example.com within ten (10) days from the date of the contested payment. Once this term has elapsed, no further claims may be brought against Mosaicoon in this respect.
8. Intellectual Property Rights
1. Video Community Marketplace is owned and operated by Mosaicoon. Mosaicoon exclusively owns any right, title and interest in and to the Video Community Marketplace, including but not limited to the rights on design, text, graphic, image, data, software, audio and video file, including the manner in which they are combined together, associated to Mosaicoon and the Video Community Marketplace. By means of these Terms and Conditions, Mosaicoon grants a non-exclusive, non-transferable license strictly related to the use of the Video Community Marketplace and the services selected and limited exclusively to the duration of such use and the registration on the Website. In no event Mosaicoon will transfer any of such rights, titles and interests to the Users.
2. Users hereby grant Mosaicoon with a nonexclusive, royalty-free, worldwide, transferable, irrevocable license in order to use, reproduce, publish, translate, distribute, display and otherwise exploit the Contents, in connection with the management of the Video Community Marketplace and for marketing, business and public relations purposes related to the Video Community Marketplace. Furthermore, for the same purposes, Creators hereby transfer to Mosaicoon the ownership and all rights related to the Video Sample.
3. Users further grant Mosaicoon a license to use their name, business name, image, likeness, statements or other information, in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works, in connection with the management of the Video Community Marketplace and for marketing, business and public relations purposes related to the Video Community Marketplace.
4. Creators represent and warrant that they exclusively own or in any way control all rights related to the Contents, Video Projects and Video Sample, and own all rights, licenses, consents and releases that are necessary to grant to the Customer, or to Mosaicoon within the limits set forth under paragraph 8.2 and 8.3 above, the rights in such Contents, Video Projects and Video Sample, including but not limited to the rights from any and all third parties appearing in the Video Projects and in Video Sample to use such third parties’ names, images or likenesses and any other third party-owned elements as necessary in and as part of the sharing of the Contents, Video Project and Video Sample as contemplated under these Terms and Conditions. Creators represent and warrant that the Contents posted, uploaded, published, submitted, transmitted or in any way shared on or through the Video Community Marketplace will not infringe, misappropriate or violate third parties’ copyrights, patent, trade secret, trademark, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
5. If the Creators, for any reason, would not be able to license and/or assign the rights related to the Contents, Video Projects and Video Sample, and/or to give all or some of the warranties set forth under these Terms and Conditions, Users could not send, upload, download or in any other way share any Content, Video Project or Video Sample on the Video Community Marketplace.
6. Mosaicoon reserves the right to immediately not include, impede or remove the Contents available on the Video Community Marketplace, also following a communication of any third parties, if such Contents are offensive, libelous, vulgar or contrary to Mosaicoon’s internal policy or violate any third parties’ rights. Users shall be held sole and exclusive responsible of such violations.
9. Mosaicoon’s Liability
1. In the management of the Video Community Marketplace, Mosaicoon acts as an hosting provider, as referred to in article 14 of E-Commerce Directive, being a mere intermediary between Creators and Customers. Mosaicoon has no general obligation to monitor the Contents, nor a general obligation actively to seek facts or circumstances indicating illegal activity on the Video Community Marketplace.
2. Mosaicoon shall be held liable only for damages that will be an exclusive, immediate and direct consequence of an intentional misconduct or gross negligence in the performances of the services provided on the Video Community Marketplace.
3. To the maximum extent provided under the applicable law, Mosaicoon shall not be held liable for delays, malfunctions and/or interruptions arising out of: a) force majeure; b) tampering or intervention by Users or unauthorized third parties; c) misuse of the Video Community Marketplace by Users during the execution of the Video Project. Mosaicoon shall not be held liable towards Users, people directly or indirectly connected to Users and/or third party for damages, loss of data or costs suffered as a result of malfunction, suspension or interruption of the Video Project, unless directly indictable to Mosaicoon’s fraud or gross negligence.
4. In no event Mosaicoon shall be responsible for the Contents uploaded on the Video Community Marketplace or transferred in any kind of form to Mosaicoon, as well as for any damages arising from the infringement of intellectual property rights of third parties related to the Contents and the Video Project uploaded by the Users;
6. To the maximum extent provided by the applicable law, neither Mosaicoon nor anyone else involved in the creation or maintenance of the Video Community Marketplace should be held liable for any direct, indirect, incidental, special or consequential damages in contract, as well as for loss of earnings or loss of profits that may result to the Users or to any third party related to them as a consequence of the use, misuse or inability to use the Video Community Marketplace.
7. Mosaicoon cannot and does not promise, guarantee or warrant that the Contents will be free from viruses, worms, Trojan horses or other code that may be destructive. Users are responsible for implementing sufficient safeguards for themselves.
8. Mosaicoon will not be obligated to ensure the use of the Video Community Marketplace in case of technical failures.
1. Users shall indemnify, defend, protect and huld Mosaicoon, its contractors, suppliers and licensors, and their respective directors, officers, employees and agents harmless from and against any liabilities, claims, damages, losses, costs and expenses (including reasonable attorney’s fees and costs) and causes of actions arising out of or in connection with (i) these Terms and Conditions; (ii) any incorrect use or misuse of the Video Community Marketplace; (iii) any violation of any national or international regulation applicable in relation to these Terms and Conditions and/or the activities carried out through the Video Community Marketplace; (iv) any violation of third parties’ rights, as described under sections 8 and 9; (iv) any statement or warranty released by the Users in relation to the use of the Video Community Marketplace; (v) any issue filed by or on behalf of third parties directly or indirectly related to the use of the Video Community Marketplace and its services.
2. Mosaicoon will give written notice to the Users about any claim, lawsuit or action in relation to which the Users shall indemnify or hold harmless Mosaicoon, and Users shall give written notice to Mosaicoon of any requests regarding the compensation of damages, proceedings or legal actions lodged by third parties against the Users in relation to the Video Project and the Contents in any way shared on and through the Video Community Marketplace, for which Users should indemnify and hold harmless Mosaicoon.
1. Mosaicoon reserves the right, at its sole discretion, to amend, modify or replace any part of these Terms and Conditions by publishing at the following URL: support.mosaicoon.com/terms-and-conditions any revised Terms and Conditions or other rule, policy or procedure. In case of significant amendments, Mosaicoon will send a notice to the Users at their first login by e-mail or pop-up, inviting each Users to carefully read and accept the amendments. If the Users continue to use the Video Community Marketplace after seven (7) days from the notification of the amendments, such amendments will be deemed fully accepted by the Users. Users agree to be responsible for regular monitoring and checking for possible amendments of the agreement.
2. In any case, the amendments will be effective after fifteen (15) days from the date of their communication or publication by Mosaicoon on the Website. Within the same term, Users could withdraw from these Terms and Conditions without expenses as described under paragraph 12.2 of these Terms and Conditions. If Users will not exercise their right of termination, Users will be considered to know and accept definitely the amendments and to be bound by them.
3. In case of amendments made during the production and/or the delivery of a Video Project or a Video Sample, Users will be bound by the revised Terms and Conditions, or other rule, policy or procedure introduced, if such amendments will be accepted when and as described under paragraphs 11.1 and 11.2 above. Otherwise, in case of no-acceptance, the Terms and Conditions in force prior to the relevant amendments will continue to apply.
4. Mosaicoon should not hold a copy of these Terms and Conditions effective at the time each User entered into these Terms and Conditions. Therefore, Users are invited to save or print a copy of such Terms and Conditions for future use or reference.
12. Term, Withdrawal and Termination
1. These Terms and Conditions shall be effective from the successfully completing of the registration process as described under section 4 of these Terms and Conditions and shall continue for an indefinite period of time, unless its termination in advance for any reasons, included the withdrawal of one of the Parties.
2. The Users may withdraw from these Terms and Conditions by sending a written notice to firstname.lastname@example.org through their Registration Address, requiring the cancellation of their personal account from the Video Community Marketplace.In the event of withdrawal, Mosaicoon retains the right to use, pursuant to what is set out under section 8, the Contents uploaded by the Users on the Website, until the effective date of termination.
3. By terminating these Terms and Conditions, the right to access and use the Video Community Marketplace and its services will terminate with immediate effect.
4. Mosaicoon may withdraw from these Terms and Conditions at any time, by providing a fifteen (15) days prior notice to the other party, which is deemed by the Parties a reasonable term. Mosaicoon may suspend or terminate the functionality of the Video Community Marketplace with immediate effect, by notifying the Users to the Registration Address.
5. Any infringement by the Users of the obligations set forth in sections 4 (“Access to the Video Community Marketplace”), 5 (“Functioning of the Video Community Marketplace”), 6 (“Users’ additional obligations”), 7 (“Fees and Payments”), 8 (“Intellectual Property Rights”) and 10 (”Indemnification”) of these Terms and Conditions will be considered a fundamental breach of them and will entitle Mosaicoon to terminate these Terms and Conditions pursuant to section 1456 c.c., without prejudice of the Mosaicoon’s right to seek compensation for damages suffered against the Users as well as any other remedy provided by the applicable law.
6. In the event of termination, the provisions set out in sections 4 (“Access to the Video Community Marketplace”), 5 (“Functioning of the Video Community Marketplace”), 6 (“Users’ additional obligations”), 7 (“Fees and Payments”), 8 (“Intellectual Property Rights”), 9 (“Mosaicoon’s Liability”), 10 (”Indemnification”), 11 (“Amendments”), 12 (“Term, Withdrawal and Termination”), 13 (“Non-Circumvention”), 14 (“Penalties”), 16.2, 16.5 and 16.6 of these Terms and Conditions and in general all the provisions setting out obligations for the Users which are meant to remain in force even in the event of termination of these Terms and Conditions, shall remain in force between the Parties.
Creators and Customers may not attempt to contact the other party directly or negotiate the terms of the agreement outside of the Video Community Marketplace. Any attempt to circumvent the Video Community Marketplace may result in removal of the personal account from the Video Community Marketplace, at the sole discretion of Mosaicoon, as well as the payments of the penalties set forth in the paragraph 14 below.
1. Pursuant to Section 1382 c.c. and without prejudice of Mosaicoon’s right to claim any additional damages and to apply and seek any remedy provided by the applicable law, Creators shall pay to Mosaicoon an amount equal to the Budget of the Video Project and/or of the Media Pack(s) purchased by the Customer in the event of infringement of the paragraph 5.5 or paragraph 13 of these Terms and Conditions, as a penalty for the damages caused to the correct functioning of the Video Community Marketplace, without prejudice to the right of Mosaicoon to claim any further damages (“maggior danno”).
2. Any amount due to Mosaicoon under this section shall be immediately due and payable by the Creators to Mosaicoon.
15. Data Protection
16.1. These Terms and Conditions and the terms and conditions related to the specific services provided by Mosaicoon as referred in section 2 constitute the entire agreement between the Parties. In case of a specific agreement between Mosaicoon and each Creator (s.c. lettere di incarico ), the provisions included in such agreements shall prevail on these Terms and Conditions.
16.2.Each provision of these Terms and Conditions shall be treated separately and independently from the others. If any part or any provision of these Terms and Conditions is or become illegal, invalid or unenforceable, that part or provision should be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the validity of the remaining part of said provision or the remaining provisions of these Terms and Conditions.
According to articles 1341 and 1342 of the Italian Civil Code, the User hereby declares to have carefully read, understood and severally and specifically agreed to the following provisions of these Terms and Conditions: 3.5, 4.9, 5.2, 5.5, 5.8, 9, 10, 12.4, 16.3.