“Sustainable Brand Platform” Terms and Conditions of Use
Article 1 Sustainable Brand Platform
1.1 Idee Brand Platform S.r.l. is an Italian limited liability company with registered office in Milan (MI), via Vallarsa, no. 11, Fiscal Code and VAT no. 11067270964 (“IdeeBP” or the “Company”). The Company is the owner of the digital platform “Sustainable Brand Platform” and related database, accessible at: sustainable.ideebrandplatform.com and related subdomains (the “Platform”).
Article 2 Use Of The Platform
2.1 The use of the Platform allows Users to consult the content contained therein (not subject to payment) in addition to the use, by Registered Users, of the Services (referred to in Article 5 below, the “Services”).
2.3 The User also undertakes not to: (i) use software programs or other automatic or manual mechanisms to copy, reproduce, alter, modify or disseminate the content (whether images, text, trademarks, logos, layouts, audio/video content, etc.) on the Platform (including through framing or redirect procedures); (ii) use any mechanism, software or process that may interfere with the proper functioning of the Platform; (iii) circumvent the security measures and technical limitations of the Platform; (iv) perform acts that may result in an unreasonable and/or disproportionate load on the Platform infrastructure and/or that may hinder its functionality; (v) decode, or attempt to obtain the source code of the Platform, use viruses, Trojans, worms, bots or other software or technical tools that may damage the Platform, render it inaccessible or circumvent its technical protection measures.
2.5 The User acknowledges and accepts that the Platform: (i) is made available without any minimum guarantee of continuity; (ii) may be subject to improvements that, at IdeeBP’s sole discretion, are deemed necessary for a more correct use of the Platform itself. In particular, IdeeBP may, from time to time, modify, move or delete parts of, or add parts to, the Platform. IdeeBP also reserves the right to make procedural, technical, commercial or other changes or improvements to the Platform at any time and without prior notice, as well as the right to temporarily make the Platform unavailable and/or to restrict its use if deemed necessary, including for the maintenance of the Platform.
2.6 The User acknowledges that the Internet network necessary for the proper use of the Platform is not controlled by IdeeBP and that, due to the peculiar structure of such network, no public or private entity, not even IdeeBP, is able to guarantee and monitor the performance and functionality of the network branches and to control the contents of the information transmitted through its network. For this reason, IdeeBP cannot be held responsible for any interruption of the Platform.
2.7 The User declares to possess all the technical knowledge necessary to ensure the correct use of the Platform (and, with reference to Registered Users, of the Services) and, in any case, acknowledges and agrees that the use of the Platform will take place exclusively at its own risk and under its own responsibility.
Article 3 Registration
3.1 In order to obtain a valid account (the “Account”) and use the Services, Users must register with the Platform. Each Registered User can use only one Account. In order to register to the Platform, Users will have to fill in the form with the required data (such as, among others, [company name, e-mail address], etc.), in addition to the information needed for the payment and the billing of the Services, as well as make available all the documentation required by IdeeBP for the Account activation (the “Registration”).
3.3 The data provided by the User at the time of Registration must be true, accurate and complete. The User is responsible for the truthfulness of the data provided during Registration and must immediately inform the Company of any changes, or directly update said data using the appropriate functions of the Platform, so that its data is always current, accurate, complete and true.
3.4 After the Registration, IdeeBP will verify the information provided by the Registered User at the time of Registration, reserving the right to approve or reject the Registration itself (the “Preliminary Checks”). In this context, IdeeBP may request further documentation and information, or refuse the Registration if the information and documentation provided by the Registered User is incomplete and/or unverifiable. This, among other things, in order to protect itself and the owners of rights on the Content (defined below) from any unauthorized use.
3.5 If the Preliminary Checks are successful, IdeeBP will create and activate the User Account and the related User Area (defined below), as well as generate the credentials (username and password) to access to them (the “Credentials”).
3.6 Following the activation of the Account, IdeeBP may proceed to further verification of the correctness of the information provided by the Registered User during Registration or subsequently. If the data provided are incomplete or untrue, IdeeBP may, at its discretion, adopt and implement all the provisions of the following Article 7.
article 4 Access Credentials
4.1 The access to the User Area (defined below) and (through the latter) to the Services is allowed only to Registered Users and occurs through the Credentials provided by IdeeBP during Registration. Credentials to access the User Area are strictly personal, cannot be transferred to third parties and cannot be used for purposes other than those for which they have been provided.
4.2 The Registered User declares and guarantees that it will keep its Credentials confidential. In case of loss or theft of Credentials, or if it can be assumed that the same have come to the knowledge of third parties not authorized by the Registered User itself, the latter is required to request the change of Credentials (or just of the password) through the appropriate procedure on the Platform or by sending a communication by e-mail to [email@example.com], indicating the details of its Account.
4.5 IdeeBP does not control or monitor the behaviors or acts carried out by Registered Users and/or by third parties authorized by them to use their Account, just as it does not control or monitor the information and/or data and/or Contents published by Registered Users on the Platform through their User Area (defined below), or for the purposes and within the use of Services. IdeeBP, in any case, is and remains extraneous to the activities that Registered Users and/or the above mentioned third parties perform in full autonomy by accessing the User Area and/or the Services through the Credentials.
article 5 User Area and Services
5.1 User Area: by activating the Account, IdeeBP will make available to the Registered User a portion of the Platform reserved to the Registered User itself and accessible by the latter through the Credentials (the “User Area”). The User Area will contain, among other things, the data provided by the Registered User during Registration (including billing data), the history of the Services purchased by the Registered User, as well as any information and tools necessary for the correct use of the Platform and of the Services purchased by the Registered User.
5.2 Rating Service: by accessing the User Area, the Registered User can purchase the Rating Service, which consists of a service aimed at allowing the Registered User to obtain certification of its sustainability in terms of environmental, social and governance performance (the “Rating”). The Rating will be calculated using an algorithm owned by IdeeBP (the “Algorithm”) – which also makes use of solutions based on blockchain technology developed by Mangrovia Blockchain Solutions S.r.l., licensed to IdeeBP with reference to the Platform (the “Blockchain Service”) – and exclusively on the basis of the Rating Documentation (defined below). The Rating Service has a total duration of 365 (three hundred sixty-five) days from the time of obtaining the Rating. The User expressly acknowledges and agrees that IdeeBP: (i) does not provide any warranty that the results of the Rating (and any Product Rating, as defined below) will meet Users’ expectation; (ii) cannot be held responsible in any way for the outcome of the Rating (and of the Product Rating, if any), determined on the basis of incomplete and/or incorrect Rating Documentation.
5.3 Rating Documentation: for the correct fruition of the Rating Service, the Registered User will have to provide and to load, inside the appropriate section of the User Area, all the documentation to such purpose requested to it (the “Rating Documentation”). The Rating Documentation will be stored through the Blockchain Service associated to the Platform and made available to all Platform Users who consult the User Showcase (referred to in point 5.6 below). The Registered User undertakes to update the Rating Documentation upon request by IdeeBP and, in any case, at least every 6 (six) months.
5.4 Survey: Rating Documentation includes, among other things, a survey (the “Survey”) to be filled in by the Registered User with the information necessary to issue a complete and accurate Rating. The information provided with the Survey will be stored through the Blockchain Service associated to the Platform and made available to all Users who consult the User Showcase (referred to in point 5.6 below).
5.5 Blockchain Service: the purchase of the Rating Service involves the automatic activation of the Blockchain Service that allows the storage on IdeeBP database and with contextual certification (transparent, secure and timestamped) through the proprietary blockchain of Mangrovia Blockchain Solutions S.r.l., of the information provided by the Registered User in order to obtain the Rating.
5.6 User Showcase: following the purchase of the Rating Service and in order to obtain the Rating, the Registered User must proceed to the creation of its own User Showcase, within which the same can upload a brief description of itself (the “User Sheet”), accompanied by its trademarks, logos, or other distinguishing features (the “User Trademarks”), as well as by images (the “Images”) of its products (the “Products”. The User Sheet, User Trademarks, Images, Products, and any other content in the User Showcase, hereinafter, collectively, the “Content”). The User Showcase will also contain, among other things, the information (subject to their possible anonymization) provided by the Registered User with the Rating Documentation and the Suvery.
5.7 Service Product Rating: the Registered User, always accessing the User Area, can purchase, in addition to the Rating Service, also the Product Rating Service that will allow the Registered User to obtain a Rating regarding one or more of its own Products (the “Product Rating”). This Product Rating will be inserted in the User Showcase.
5.8 User Showcase Positioning: the positioning of the User Showcase (as well as of its Content) within the Platform is automatically determined by the algorithms underlying the Platform itself (the “Positioning”). Positioning is based on, and influenced by, various factors, including, in particular, the number of visits to the User Showcase and the Rating obtained by the Registered User. As this system is entirely automated, the Registered User will not have any right to make any claims with regard to the Positioning of its User Showcase within the Platform.
5.9 User Showcase Plus Service (named Full Profile): Registered User has the possibility to improve the Positioning of its User Showcase by purchasing (through the User Area) the User Showcase Plus Service, which will allow Registered User to see its User Showcase automatically repositioned at the top of the list within the Platform, as well as in the results of searches conducted by Users of the Platform (the “Repositioning”). The Repositioning will be automatically repeated every 7 (seven) days for a total duration of the service equal to 30 (thirty) days from the moment of activation of the User Showcase Plus Service. The Repositioning may, for technical reasons, be postponed from the moment of the purchase of the User Showcase Plus Service.
5.10 Plus Services: IdeeBP may make available and purchasable on the Platform, or in other areas of the same, even for limited periods and at its own discretion, further Services (positioning, promotion, marketing, popups, banners, etc.) also by creating ad hoc editorial content. These Plus Services will also be available for purchase by the Registered User within its own User Area, or directly from the specific section created for this purpose on the Platform.
5.11 Discounts and promotions: IdeeBP may, even for limited periods and at its own discretion, apply a discount to the Services with respect to their normal purchase price, as well as carry out promotional activities of one or more of the aforementioned Services.
5.12 Availability of Services: the User acknowledges and accepts that the Services: (i) are made available without any minimum guarantee of continuity; (ii) may be subject to improvements that, at the sole discretion of IdeeBP, are deemed necessary for a more correct use of the Services. In particular, IdeeBP may, from time to time, modify, move or delete portions of, or add portions to, the Services. IdeeBP also reserves the right to make procedural, technical, commercial or other changes or improvements to the Services at any time and without notice, as well as the right to temporarily make the Services unavailable and/or to restrict their use if deemed necessary, including for maintenance of the Services; (iii) are not subject to any general oversight requirements.
article 6 Contents
Notwithstanding the foregoing, the Registered User agrees not to submit, post, upload, transmit, distribute, share, store, create or otherwise publish or facilitate the distribution, through the Platform, of Content that: (i) in any way are defined as illegal, threatening, harassing, abusive, defamatory, invasive of another’s privacy, offensive, libelous, deceptive, fraudulent, obscene, pornographic, indecent, vulgar, sexually explicit, blasphemous; (ii) violates the rights of others or national or international laws; (iii) contains material that is illegal to possess or publish in Italy or in the country in which the Registered User is resident or that would be illegal for IdeeBP to possess in relation to the functionality of the Platform; (iv) describes, refers to, or otherwise communicates hatred or discrimination based on gender, sexual orientation, race, religion, or nationality; (v) contains expletives, offensive language or language that may annoy, harass, embarrass, frighten or disturb other Users; (vi) contains statements or material that are defamatory or otherwise injurious to the reputation of any person or entity; (vii) has been copied from other Registered Users; (viii) damages the goodwill associated with the trademark or name of IdeeBP; (ix) infringes any patent, trademark, trade secret, intellectual or proprietary right of any party; (x) contain private information of any third party, including, without limitation, addresses, telephone numbers, email addresses, credit card numbers, etc.; (xi) contain downloads of “pirated” software or material or links to sites that provide these services (or otherwise copyright infringing material); (xii) contain viruses, altered data or other files that are harmful or destructive to the Platform and/or its Services; (xiii) are false, misleading or inaccurate; (xiv) disclose trade secrets or the like; (xv) conceal unauthorized commercial activities (including sales, contests, advertisements, links to other websites, or toll telephone numbers); (xvi) involve the inclusion of photos or videos, or the reproduction of graphic elements such as to cause confusion about identities, personal qualities, professional qualifications, relationships with companies, persons, or entities, whether existing or fictitious.
In view of the above, IdeeBP assumes no responsibility towards Users, Registered Users and third parties and cannot be held liable for any Content, as well as for the activities carried out by Registered Users on or through the Platform, the User Area or by using the Services. IdeeBP expressly declines any responsibility for the information provided and/or the Content published by Registered Users and, in particular, for the circumstance that the same presents inaccurate, incomplete or untrue data and information, and/or data and information that violate the rights of third parties.
6.2 Images: with reference to Images, the Registered User agrees to insert in its own User Showcase only Images taken by the same or Images that the Registered User can legitimately use with the owner’s consent or according to the law. The Registered User declares and guarantees that it will not use Images: (i) protected by third party copyright; (ii) acquired from persons who have not provided specific authorization for their use on the Platform (for example: Images taken from third party catalogs or websites); (iii) depicting persons who have not provided specific authorization for their use on the Platform; (iv) depicting minors; (v) contrary to morality and decency.
6.3 User Trademarks: the Registered User warrants that the User Trademarks do not violate intellectual property rights and/or other rights of third parties and agrees, as of now, to indemnify and hold IdeeBP harmless from any and all damage, direct or indirect, action, liability and/or expense arising from the violation, even alleged, by the User Trademarks, of intellectual property rights and/or other rights of third parties. For the above purposes, the Registered User agrees not to include among its User Trademarks: (i) trademarks or other distinguishing features of third parties in a way that is contrary to the law; (ii) figurative trademarks of third parties; (iii) trademarks of third parties for which it does not have appropriate authorization to use.
6.4 Use of Content: for the proper provision of the Services, Registered User grants IdeeBP a non-exclusive, worldwide, perpetual (or for the duration of copyright), irrevocable, royalty-free and transferable license to use the Content (including Images and User Trademarks) both within the Platform and for promotional, editorial, advertising and corporate purposes and for other purposes (by way of example, such Content may be freely reproduced in print, television, internet, multimedia, promotional material, videos, teasers, banners, as well as within its own digital channels, such as websites, blogs, forums, social media, etc.) without limitation. The Registered User declares to have all the rights necessary to allow IdeeBP to perform the above activities.
6.5 Content Storage: except for the Content stored through the Blockchain Service, IdeeBP does not make any specific backup of the data and/or information and/or Content posted by the Registered User on the Platform. It is, therefore, the sole responsibility of Registered Users to: (i) make a full backup of the data and/or information and/or Contents published on the Platform; (ii) take all necessary security measures to safeguard the same data and/or information and/or Contents, as well as to avoid, or limit, any loss of Contents, also in case of any malfunctioning (even temporary) of the Platform itself.
article 7 Account Suspension and Deletion
7.4 The actions provided for in this Article 7, will be communicated to the Registered User through a specific notice in the User Area and/or by e-mail (the “Account Communication”). Within 5 (five) days from receipt of the Account Communication, the User will have the right to respond to the charges made by IdeeBP. After this term, without the Registered User sending a reply to IdeeBP through the User Area, or by e-mail to [firstname.lastname@example.org], the suspension and/or deletion of the Account or the removal of the User Showcase and/or Registered User’s Contents will be considered approved by the Registered User and will be considered definitive. In case of timely reply, IdeeBP is not obliged to restore what has been suspended and/or deleted.
7.5 Registered User can delete its Account at any time through the User Area, or by sending a notice by e-mail at [email@example.com], indicating the details of its Account. The deletion of the Account (including the User Area and the User Showcase) will take place within 10 (ten) days, while the Content will be stored on the servers of IdeeBP for a period equal to 3 (three) months from the actual cancellation. After this period, IdeeBP will destroy all Content on its servers or subject to certification through the Blockchain Service.
7.6 It is expressly understood that in case the Registered User deletes its Account (and, as a consequence, renounces to use the purchased Services), or in case IdeeBP deletes or suspends the Registered User’s Account according to the previous points of this Article 7, the Registered User shall not be entitled to claim anything from the Company in relation to the lack of use of the Account and/or Services, with respect to which any right of withdrawal following the activation of such Services and any request for reimbursement of the latter is explicitly excluded.
article 8 Warranties and Limitation of Liability
8.1 Exclusion of liability
This exclusion of liability clause is not intended to circumvent compliance with the requirements of applicable law, nor to exclude the Company’s liability for cases in which it cannot be excluded under such law.
8.2 Absence of Content guarantees
8.3 Links to third-party websites
8.3.2 IdeeBP assumes no responsibility for the content of such websites and/or applications, for the rules adopted by them, also with regard to the privacy of users and the processing of their personal data during their navigation operations.
8.3.3 The Platform may contain links to third party websites and/or applications, including those of Registered Users (collectively, the “Third Party Sites”) without in any way implying endorsement of, sponsorship of, or affiliation with the referred Third Party Sites. The latter are owned by Registered Users or independent third-party, vendors or service providers, and, therefore, IdeeBP cannot ensure that Users will be satisfied with the products or services offered through such Third Party Sites. Therefore, Users should make whatever inquiries they deem necessary before engaging in any transactions with the owners of Third Party Sites. Furthermore, IdeeBP informs Users that it has no control over the content of Third Party Sites and, therefore, it is not responsible for any damages suffered by Users as a result of their use of or activities on Third Party Sites.
8.4 Limitation of liability
8.4.1 Should IdeeBP, notwithstanding the foregoing, be held liable for any kind of damage, IdeeBP’s indemnification obligation towards the Users or Registered Users shall be equal to the greater of: (i) the sum of Euro 300.00 (three hundred/00); and, where applicable, (ii) the total amount paid to IdeeBP for the purchase of the Services in the 6 (six) months preceding the act from which the Company’s liability arises. The liability of IdeeBP for intentional misconduct or gross negligence shall remain unaffected.
8.4.2 The aforementioned claim for damages must be sent by the User or Registered User to IdeeBP in writing, promptly and, in any case, within a reasonable time. In particular, the User or Registered User shall lose the right to claim damages against IdeeBP if, after 3 (three) months from the time when the damage has arisen, the User or Registered User has not sent in writing the claim for damages to IdeeBP.
8.4.3 The User or Registered User also loses the right to receive any payment or refund due by IdeeBP if, following an express request by IdeeBP, has failed to communicate to IdeeBP, within 2 (two) months, the information necessary for the payment/refund.
8.4.4 In any case, the time limit shall run from the moment when the claim has become payable.
article 9 Industrial Property Rights
9.1 Platform Contents: all content of the Platform, in whatever format published, including web pages, graphics, colors, schemes, tools, fonts and design of the Platform, diagrams, layout, logos, trademarks, texts, methods, processes, functions and software that are part of the Platform, as well as IdeeBP’s own trademarks and distinguishing features (the “Platform Content”), are covered by copyright and any other intellectual property rights of the Company. It is expressly forbidden to reproduce, in whole or in part, in any form, the Platform and/or the Platform Content, without the prior written consent of IdeeBP. As for the Contents of Registered Users, please refer to Article 6 above.
9.2 Trademarks and distinguishing features on the Platform: the User and the Registered User agree, each to the extent of its competence, not to use trademarks and other distinguishing features owned by IdeeBP (“IdeeBP Trademarks”) or User Trademarks, Registered Users Content and Platform Content without the prior written permission of IdeeBP and, in any case, in such a way as to create confusion, connections or otherwise establish a link with IdeeBP and/or with other Registered Users and/or the activity carried out by them. The User further acknowledges that IdeeBP and Registered Users are, respectively and as the case may be, the exclusive owners or, in any case, the legitimate users of these distinguishing features, registered and unregistered, present on the Platform. All intellectual property rights, including copyrights, as well as rights in the Platform Content and Registered Users’ Content, belong respectively to IdeeBP and Registered Users.
Without prejudice to the foregoing, the User and the Registered User agree not to take any action that may disrupt the fruition of any intellectual property rights of IdeeBP on the Platform (as well as with respect to the Services) or on the Platform Content, or of Registered Users on their Content and User Trademarks; this within the maximum limits provided by applicable law provisions.
article 10 Claims
In the event that the User or Registered User (or any third party) believes that any Platform Content infringes any of its intellectual property rights, or its privacy, or violates any of its other rights, the User or Registered User (or any third party) may file a complaint regarding such infringement through the tools available on the Platform or by sending a written communication to the email address [info@ ideebrandplatform.com].
article 11 General Principles