Koalababycare

Influencer Terms and Conditions

General Terms and Conditions
1. This general terms and conditions (the “GTC”) are integral and substantial part of the letter for authorisation to use and publish personal images and other content (the “Letter”). In case of discrepancies between the GTC and the Letter, the latter shall prevail.
Definitions
1. For the purposes of the Letter, in addition to any other definition set out in the Letter:
  1. “Social Media Channels” means the social media channels (including, but not limited to, Facebook, Instagram, Twitter, LinkedIn, Pinterest, Reddit, TikTok, etc.) as well as the blogs and websites managed by and/or referable to the Influencer;
  2. “Content” means the individual posts, videos, articles, “stories” and/or any other form of digital content, including images, captions, hashtags and any other verbal and/or figurative element making them up that the Influencer undertakes to publish on its Social Media Channels in implementation of this Letter;
  3. “Letter” means letter for authorisation to use and publish personal images and other content;
  4. “Publication Date” means the date in which the Influencer shall publish the Content on the Social Media Channels;
  5. “Image Rights” means all the rights of economic exploitation, including rights of exploitation for advertising and promotional purposes, in Italy and worldwide, of the name, image, voice, signature and other attributes of the Influencer’s personality and the right to enter into the relevant contractual agreements with third parties;
  6. “Intellectual Property Rights” means, without limitation, any registered and unregistered industrial property rights (including, but not limited to, trademarks or other distinctive signs, patents for invention or utility model and design patents), all copyrights and related rights, all software rights (including, but not limited to, rights to source code, object code, algorithms, logical and graphical interfaces and APIs, as well as rights to any upgrades and releases) and databases, trade secrets and know-how, as well as all related rights of use and/or economic exploitation;
  7. “Assignment” means the activities for promoting the Products carried out by the Influencer in accordance with the terms and conditions of the Letter;
  8. “Confidential Information” means any information related to business plans, financial and strategic plans, projects, programs of activities related to customers, suppliers or otherwise related to products (including the Products), production processes, marketing and sales, as well as information on employees and/or co-workers, research activities and any document identified as confidential or indicated as such to the Influencer;
  9. “Trademark” means the brand “Koala Babycare”, owned by the Company, in the denominative and figurative versions registered and used by the Company;
  10. “Products” means the products carrying the trademark “Koala Babycare®” made and/or marketed by the Company.
Intellectual Property Rights and exploitation of the Content
1. The Influencer acknowledges and agrees that the Content and/or any other content made pursuant to this Letter, including but not limited to content created by the Influencer and not approved by Company pursuant to paragraph 2 of the Letter, shall be created by the Influencer solely on behalf of and for the benefit of the Company.
2. By reason of the foregoing, the Influencer henceforth assigns to the Company any Intellectual Property Right that may be attached to the Content and/or to any other content created pursuant to this Letter. Therefore, the Company shall have every right to use the Content and any content created by the Influencer for the Company under this Letter, including through channels other than Social Media Channels and in any territory, in order to promote the Products.
3. For no reason shall the Influencer use, share, or otherwise disclose the Content and/or any other content created under this Letter, except with the prior written consent of the Company.
4. The use of the Content and/or of any other content produced under this Letter by means of press (i.e. printed newspapers and magazines), posters, TV, flyers and any other form not expressly authorised in writing shall in any event be excluded for both Parties.
Behavioural obligations
1. The Influencer acknowledges the importance of maintaining the high standing of the image, prestige and reputation of the Company, the Trademark and the Products and, therefore, undertakes to perform the Assignment behaving consistently with the Company’s required standing. The Influencer shall therefore refrain from taking any action that, even outside the performance of the Assignment, may be detrimental to the image, prestige and/or reputation of the Company, the Trademark and the Products, including, but not limited to, any conduct deemed socially immoral or in any event contrary to the law, public order and morality, drug use, acts of violence (especially if domestic and/or committed against minors and/or due to alcohol and/or drug abuse), drink-driving, criminal offences, etc.
Rights of exploitation of images
1. The Influencer represents and warrants that he/she is the exclusive owner of the Image Rights.
2. The Influencer hereby assigns, also pursuant to Article 10 of the Italian Civil Code and Articles 96 and 97 of Law 633/1941, on an irrevocable and final basis and without time limits, the Image Rights, limited to the Content and other content created under this Letter to the Company, which shall be entitled to exploit them also on channels other than Social Media Channels, as well as through reductions or adaptations. The Influencer also authorises the storage of the Content in the Company’s computer records.
3. The Influencer shall have full autonomy in selecting the places where to create the Content, it being in any event understood that such places must be suitable for the creation of the Content and that the Influencer’s shall be required to obtain any authorisation or permission required for the exploitation of the images showing such places.
4. The Influencer covenants and assumes full responsibility to obtain the consent to the processing of data and use of images of any minor from each and every one holding the relevant parental responsibility and represents and warrants that, as of the date of publication of the relevant Contents, will have obtained any such consent.
5. The Influencer agrees to defend, indemnify and hold harmless the Company from any and all liabilities, costs and expenses incurred by the Company in relation to any third-party claims that may in any manner be directly and/or indirectly connected to the exclusive use of the Image Rights and, in general, of the Contents (including, without limitation, the image rights of any third party portrayed therein) by the Company to promote the Products, according to the terms and conditions set out in the Letter, or which are caused by the breach by the Influencer of any of the obligations, warranties and covenants placed on the Influencer under the Letter.
Confidentiality
1. The Influencer acknowledges that, in consideration of the negotiation and performance of this Letter, he/she may have access to, and be in contact with, Confidential Information relating to the Company, its customers, suppliers, employees and co-workers and undertakes to treat such information as strictly confidential and, therefore, subject to the obligation of secrecy (including pursuant to and for the purposes of Article 98 of Legislative Decree No. 30 of 10 February 2005). In particular, the Influencer shall be entitled to use the Confidential Information only to the extent necessary to carry out the Assignment under the Letter for the term of this Letter and, upon termination of the same for any reason, he/she shall immediately cease to use any Confidential Information. Therefore, the Influencer shall not be entitled to disclose to any third party, and/or anyway to allow any third party to become aware of, or to acquire and/or use on his/her own behalf or for the benefit of any third party any documents, news and any information that the Influencer has gained or acquired during the performance of the Assignment which may, directly or indirectly, relate to the Company, its suppliers, customers, employees and co-workers.
Fee
1. For the sake of clarity, the Influencer shall carry out his/her activity autonomously and shall fully bear all relevant costs and expenses, and shall have no other claims against the Company except for what set out in paragraph 8 of the Letter. It is understood between the Parties that any obligation connected to the social security position of the Influencer and therefore also the payment of contribution and insurance charges shall be borne exclusively by the Influencer.
2. The Company shall not be liable in any way for any injury occurring to the Influencer or third parties in the performance of this Letter.
Processing of personal data
1. The Influencer expressly agrees that the Company will use, collect, process, disclose and store his/her personal data in accordance with the provisions of this clause, with the Regulation (EU) 2016/679 as well as in accordance with the provisions contained in the information notice referred to in Article 13 of Regulation (EU) 2016/679 and delivered to him/her by separate document, which is fully incorporated into this Letter as an integral and substantial part of the same.
Express Termination Clause
1. Without prejudice to any other remedy provided for by law, the Company may terminate this Letter, with immediate effect, pursuant to and for the purposes of Article 1456 of the Italian Civil Code, by simple written notice of its intention to avail itself of this express termination clause, should the Influencer:
  1. breach any of his/her obligations under paragraphs 1, 2, and 4 of the Letter; or
  2. breach any of his/her obligations under Articles 3.3, 4, 5 and 6 of the GTC; or
  3. breach any of his/her representations and warranties under paragraphs 6 and 7 of the Letter or Articles 5.1 and 5.4 of the GTC;
  4. assign in whole or in part the Letter and the obligations and/or rights connected therewith (without prejudice to the invalidity of any such assignment).
General Provisions
1. Any amendment to this Letter shall be made by written instrument signed by the Parties.
2. For all the purposes of this Letter, the Parties have an address for service at the places indicated in the introductory part of this Letter.
3. Any tolerance by either Party of conduct in breach of this Letter shall not constitute a waiver of that Party’s rights hereunder.
4. The Influencer shall not assign or otherwise transfer to third parties this Letter or the rights and obligations hereunder, without the prior written consent of the Company.
5. Pursuant to Article 1462 of the Italian Civil Code, the Influencer shall in no circumstances suspend or delay the performance of its obligations under this Letter.
6. For all matters not addressed by the Parties in this Letter, the provisions of Articles 2222 et seq. of the Italian Civil Code shall apply.
7. Anything notwithstanding to the contrary, the Company’s maximum liability towards the Influencer shall be limited to the value of the Product(s) supplied by the Company to the Influencer pursuant to paragraph 8 of the Letter, save for the cases of wilful misconduct or gross negligence by the Company or to the extent it cannot be excluded or limited pursuant to applicable law.
8. Any dispute arising between the Parties in connection with this Letter shall be submitted to the exclusive jurisdiction of the Court of Milan, with the express exclusion of the jurisdiction of any other alternative or competing court.

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