TERMS OF SERVICE

1. Keskeda s.r.l., Italian company with headquartered at Via Volta 7 in Affi (Verona), Italy, VAT No. IT04997220233 (hereinafter "Keskeda") operates a digital platform dedicated to the licensing of images, product specifications and descriptions (hereinafter "Content") related to brands distributed worldwide through the website keskeda.com (hereinafter the "Website"). Keskeda thus markets itself as a platform for the distribution of digital content.

1. Eligibility. To use the Service, User must: (i) be at least eighteen (18) years of age and have the legal capacity to enter into contracts; (ii) complete the account registration process; (iii) agree to these TOS and the other terms and conditions connected to the same that are an integral part of the contract (following verification by Keskeda staff the User will be notified of service activation); (iv) provide true, complete and current contact and billing information.
2. Use of the Service. By using the Service, the User represents and warrants that the User meets all of the above requirements, and that the User will not use the service in a manner that would violate any law or regulation. Please consider that by making these representations and warranties, the User is making a legally binding promise. Keskeda reserves the right to refuse service, terminate the accounts of any User, and change eligibility requirements at any time.
3. Subscription. When the User creates an account and accepts these TOS, the User sends Keskeda mere invitation to treat, the contract between the User and Keskeda is finalized only after Keskeda's acceptance of the User's contractual proposal. In such case, the period of validity of the contract (the "Validity Period") begins. The Validity Period will remain in effect for as long as the User has an account or until the User or Keskeda terminates the contract in accordance with these TOS, whichever occurs first. If User registers an account on behalf of a company or other entity, User represents and warrants that User has the authority to accept these TOS and to enter into the agreement on User's behalf.
4. Account Termination. The User or Keskeda may terminate the contract at any time and for any reason. User may do so by closing its Keskeda account or Keskeda may do so by giving notice of termination to User. Keskeda may discontinue providing service to the User at any time, with or without cause. Keskeda will not refund the User under any circumstances. If the User's account remains inactive for 24 or more months, Keskeda may terminate it and the User will not be entitled to a refund for any prepaid amounts or reimbursement for unused credits. Once a User's account has expired, the User acknowledges and agrees that Keskeda may permanently delete the User's account and all data associated with it. User names are unique and may only be used once. If the User's account is terminated, the User name may no longer be available for use on any future accounts and cannot be recovered.
5. Account and Password. User is responsible for maintaining the confidentiality of its account name and password. User is also responsible for any account to which User has access and for any activity that occurs in that account, whether User has authorized such activity or not. The User will notify Keskeda immediately of any unauthorized access or use of his/her account. Keskeda is not responsible for any loss due to stolen or hacked or lost passwords. Keskeda does not have access to the User's current password and, for security reasons, may only provide the User with instructions on how to reset the password. Keskeda has the right to update any contact information in the User's account for billing purposes. In addition, the User represents and warrants that all information it provides when creating an account and when accessing and/or using the Service is and will remain complete and accurate. Keskeda may contact User, or any of its locations, based on the information provided in User's account.
6. Account Disputes. Keskeda does not know the internal workings of the organization or the nature of the User's personal relationships. The User will not request access or information regarding an account that is not owned by the User and will resolve any disputes regarding the account directly with the other party. Keskeda decides who owns an account based on a number of factors, including the content of that account and the contact, profile, and payment information listed for it. In cases where non-unique information is present or where Keskeda cannot reasonably determine ownership, Keskeda will ask the User to resolve the matter through appropriate channels external to Keskeda. When a dispute is identified, Keskeda may suspend any affected account, including disabling access and submission features, to protect the security and privacy of data stored within the account until the dispute is duly resolved.
7. Payments. The Content is downloadable for a fee; therefore, the User authorizes Keskeda to deduct charges from the debit or credit card indicated in the registration process. The User agrees to replace the details of any card that expires with the details of a valid card. If your card is automatically replaced with a new card by a payment processor, you acknowledge and agree that you are authorized to deduct any charges to your account from your new card. Anyone using a card represents and warrants that he or she is authorized to use that card and that all charges may be billed to that card and will not be rejected. If Keskeda is unable to process your card order for any reason, Keskeda will attempt to contact you by e-mail and reserves the right to suspend your account until payment can be processed.
8. Refunds. Under no circumstances will User be entitled to a refund or credit from Keskeda. However, Keskeda may, at its sole discretion, offer a refund, discount, or credit.

1. You may access and use the Website if you comply with these TOS, your License with Keskeda (Annex 1), and applicable laws. Keskeda is the exclusive owner of all right, title, and interest concerning the Website and reserves all rights not expressly conferred under these TOS. Keskeda may modify, replace or disable the Website or portions thereof at any time, for any reason, with or without notice, at its sole discretion. Keskeda provides the Website on an "as is" basis, without any further warranties.
2. All content on this Website, including, but not limited to, images, video and music and related metadata, code and whatever else (collectively "Site Content") and the selection and organization of Site Content are protected by copyright, trademark, patent, trade secret and other intellectual property laws and treaties. Any unauthorized use of Site Content violates these laws and these TOS. Except as expressly provided herein or in a separate license agreement between You and Keskeda, Keskeda does not grant any express or implied permission to use the Website or any Site Content. User agrees not to copy, republish, incorporate, link, download, transmit, modify, adapt, create derivative works from, rent, lease, lend, sell, assign, distribute, perform, license or sublicense, or reverse engineer the Website or any Site Content. In addition, User agrees not to use any data mining, scraping, robot and/or similar image or data extraction or collection method in connection with the Website or Site Content. You also agree not to use any algorithm, software, artificial intelligence, or automated system to collect, extract, process, analyze, train, fine-tune, or otherwise manipulate images, data, or Website Content for any purpose, including, but not limited to, improving artificial intelligence models, creating machine learning datasets, or any other machine learning or deep learning application. Any unauthorized use of such technologies on the data or Content on the Website will be considered a serious violation of these TOS and will be subject to appropriate legal action.
3. User may not remove watermarks or copyright notices on Site Content.
4. You are authorized to use the images, product specifications and descriptions (as referred to as the "Content") in accordance with the License below (Annex 1).

1. For purposes of these TOS, the term "Trademark(s)" means all common law or registered trademarks, logos, service marks, trade names, Internet domain names, or other indications of origin used by Keskeda now and in the future. This document shall not be construed as granting you the right to use any Trademark unless expressly mentioned in the TOS. The User agrees not to use the Trademarks in any way that would damage, discredit, or dilute such Trademarks.
2. The User agrees not to challenge in any way (e.g. by legal action or otherwise), assist or encourage any other person or entity to challenge the validity of any Trademark or trademark rights claimed by Keskeda.
3. The User agrees not to use any Trademark and any variants thereof (including any misspellings) as a domain name or part of a domain name, regardless of the top-level domain name, or as a metatag, keyword, or other type of code or programming information.
4. The User may not under any circumstances adopt or use, without the prior written consent of Keskeda, words or marks that are similar to or could be confused with the Marks.
5. The appearance of the Website, including headers, custom graphics, button icons, and text, is a trademark of Keskeda and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Keskeda.
6. All other trademarks, product names, company names or logos, designations employed or featured on the Website are the property of their respective owners. Any references to products, services, processes, or other information, trade names, trademarks, manufacturers, suppliers, or otherwise do not imply endorsement, sponsorship, or recommendation by Keskeda unless expressly stated.
7. The User may not use a trademark, logo, image, or other proprietary graphic content of Keskeda to link his/her website to the Website without the prior written consent of Keskeda.
8. The User may not create a direct link to the Website or any content without the prior written consent of Keskeda.

1. Keskeda (or third parties acting on its behalf) may collect information related to the User's use of the Website. Third party platforms through which the User accesses the Website may collect information related to the use of such third-party platform and make it available to Keskeda, subject to informing the User and request of consent, if necessary. Keskeda's collection and use of all such information will always be in accordance with these TOS, Keskeda's privacy policy and applicable laws.
2. Keskeda will employ and use the User's personal information, such as name, name/surname of legal representative and address, in accordance with the Privacy Policy, the contents of which, for reference purposes, are an integral part of these TOS.

1. The parties acknowledge that Keskeda has ownership of the Content and has the right to license it. Keskeda reserves the right to modify the Product Sheets and/or Images at any time with the intent to improve its quality.
2. You represent and warrant that you will use the Content in accordance with these TOS and that you will not infringe any third-party rights, including intellectual property rights. The User shall be solely responsible for any damage incurred as a result of improper or unlawful use of the Content, including in the event of violation of the release date specified by the manufacturer of the product indicated in the Image and/or Product Sheet.

1. Keskeda shall have the right to terminate the contract with immediate effect, without rejudice to any right to damages in case of violation by the User in the following cases: (i) if the images are marketed by the User or transferred to unauthorized third parties, even free of charge; (ii) the User uses in Website in a manner that does not comply with these TOS.

1. This TOS shall be governed by and construed in accordance with the laws of Italy.
2. If the User resides or has its registered office in a member state of the European Union, any dispute arising out of these Terms of Service of the Website (TOS), even of a non-contractual nature, relating to or connected with the same, shall be subject to the exclusive jurisdiction of the Court of Milan, Italy.
3. If the User resides or has its registered office outside the European Union, any dispute arising out of these Terms of Service of the Website (TOS), including of a non-contractual nature, relating to or connected with the same, shall be settled by arbitration in accordance with the Rules of the Milan Chamber of Arbitration, by a sole arbitrator nominated in accordance with such Rules. The Arbitral Tribunal will judge according to Italian law. The seat of the arbitration will be Milan, Italy. The language of the arbitration will be English.
4. This Article shall be binding and shall prevail over any contrary clause contained elsewhere.

Any amendments to this contract must be made in writing and signed by both parties.

Any complaints or reports regarding these CGUs should be submitted in writing to the following PEC address keskeda@legalmail.it

The Licensor (hereinafter also "Keskeda") is the owner of all copyrights to the Product Sheets and Images. The Licensee (hereinafter also "User") wishes to acquire the right to use these Images under the terms defined in this license.

Keskeda grants the User, within the limits established by the applicable legislation, a non-exclusive and non-transferable license to third parties through a sub-license to use the Product Sheets - containing the Images and descriptions - for the online sale of the products sold by the User, under the following terms and conditions. Product Sheet means the product sheet, including pictures and product description.

Licensee may use the Product Sheets without limitation of copies or views, including websites and social media. The license granted to the Licensee includes the right to download the Product Sheets from the Website and use them for the purposes permitted by this License, subject to the moral rights of the author. The Product Sheets may be incorporated into marketing materials, digital documents, or software products, but may not be used for commercial purposes of the Product Sheet or related Image. The Product Sheet may not be subject, in whole or in part, to sale or transfer to third parties, as all rights of economic use remain with the Licensor and are not the subject of this license.

The Product Sheets, in whole or in part, may not be distributed, in whole or in part, to third parties, except to subjects previously notified to Keskeda by e-mail [...] and subject to authorization confirmed via e-mail by Keskeda. In case Keskeda does not authorize the subject, the communication of Product Sheets to such subject shall be considered a serious violation of this license. Modifications to the Product Sheets, for permitted uses, are in no way restricted. Licensee agrees that the use of the Product Sheets will comply with all applicable laws, including copyright and moral rights laws, and agrees not to use the Product Sheets in such a way as to infringe such rights or to cause harm to the reputation of Licensor or third parties.
Any use of the Product Sheets other than that expressly authorized in this agreement is strictly prohibited and will constitute a violation of the rights granted to Licensee. In the event of any violation of the terms of this agreement, Licensor reserves the right to revoke the license granted and to take appropriate legal action to protect its rights.

The license is valid from the date of download of the Product Sheet, with worldwide extension.

The Licensee may not assign or sublicense the rights under this license without the written consent of the Licensor, except as provided for the benefit of the persons set forth in Article 4 of this License.

Licensor retains all moral rights to the Product Sheets containing the User Images. Licensee agrees not to make any modification, alteration, or use of the Product Sheets that may prejudice Licensor's moral rights or reputation.
Upon download from the Website, Images will automatically be watermarked digitally, identifying the User and customizable. This watermark is intended to ensure proper attribution to the Licensee and to prevent unauthorized use of the Product Sheets. Use of the watermark must comply with the technical specifications and guidelines provided by Licensor, which may be updated from time to time.

The economic conditions of licensing the Product Sheets (and Images and Descriptions, respectively) are detailed at the following link [inserire link].

Licensee shall be fully responsible for any infringement of the rights of third parties resulting from the use of the Product Sheets. In the event of any claims or lawsuits brought by third parties for infringement of their rights, Licensee agrees to indemnify and hold Licensor harmless from any liability, including any legal costs incurred in defending them.
Licensee assumes responsibility for ensuring that use of the Images does not in any way compromise Licensor's moral rights or violate copyright law. Any use of the Images or Product Sheets contrary to these principles will result in Licensee's direct liability for damages caused to Licensor.
Licensee agrees to indemnify and hold Licensor harmless from all losses, damages, liabilities, costs, charges and expenses, including reasonable attorney's fees, that may arise or be related to the use of the Images beyond the limits granted by the license or in violation of this agreement.
In the event of failure by the Licensee to comply with the warranties or responsibilities set forth in this agreement, in addition to revocation of the license granted, the Licensee shall be liable to pay compensation for damages suffered by the Licensor, including loss of reputation or other consequential damages.

I declare that I have read and fully accept the General Conditions of Use (GCU) of the Keskeda Web Site.

Pursuant to Articles 1341 and 1342 of the Civil Code, I declare that I specifically approve the following clauses of the GTU:
     • Art. 2.4 - Account Closure
     • Art. 2.8 - Refunds
     • Art. 7 - Termination clause
     • Art. 8 - Exclusive place of jurisdiction
     • Enclose 1 Art. 4 Limitations
     • Enclose 1 Art. 6 Transfer and sub-licenses
     • Enclose 1 Art. 9 Guarantees and liability.

To proceed, you must:
     • Read the General Terms and Conditions of Use carefully.
     • Check the corresponding boxes to confirm your acceptance of the TOS and restrictive covenants.
     • Click on the "accept" button to confirm your acceptance.