Mecenates - General Terms and Conditions

Please read the following general terms and conditions ( General Terms and Conditions) carefully before using the Mecenates platform ( Platform), as they include important information in relation to your rights and related limitations of use.

The user who uses the Platform ( User) acknowledges having reviewed these General Terms and Conditions and agrees to be bound by them. In the absence of such acceptance, the User is not authorized to use the Platform.

Subject matter

The Platform is owned by MECENATES DI FB, an Italian sole proprietorship of Fabrizio Biondi (tax registration number BNDFRZ84H08A944V, Italian VAT number 04168791202, REA number BO-573968), registered with the Italian Communications Regulatory Authority (AGCOM) as a communications operator (ROC registration number 41218), with registered offices at Piazza Vienna 15, 40057 Granarolo dell'Emilia (BO), Italy( Company).
It being understood that the Platform may be updated or modified from time to time to improve the Users' experience and offer new features, the Platform is a web-based interface which allows:
1. professional artists ( Artists) to promote their activity, share their portfolio and propose to Clients (as defined below) their availability for the creation of artworks ( Artworks);
2. clients ( Clients) to see Artists' portfolios and engage Artists for the creation of artworks;
3. Artists and Clients to use a private interface to negotiate potential engagements.
Artists and Clients are both to be intended as Users for the purposes of these General Terms and Conditions.
The Platform makes available information, tools and interfaces aimed to ease the relationship between Artists and Clients while negotiating the engagement for the creation of an Artwork, until an agreement is reached between the Parties and limited to that phase. For the sake of clarity:
1. the Platform does not provide any service of creation of the Artworks as it merely offers a marketplace which can be used by Users as indicated in these General Terms and Conditions. Therefore, the Company:
  1. has no role in the interaction which occurs between Artists and Users as a result of their activity on the Platform and has no control over, or responsibility for, the outcome of any agreement entered into between Artists and Clients;
  2. carries out no prior assessment of the information provided by Users and cannot verify the truthfulness and accuracy of the same;
  3. cannot ensure that Users (whether Artists or Clients) are able to fulfil the obligations assumed towards other Users;
2. the Company is not an intermediation agency in the field of job supply and the Platform does not imply the performance of any pre-selection activity nor any brokerage, personnel search, recruiting services or support for professional outplacement;
3. all Artists are independent of the Company, therefore the Company shall provide no guarantee whatsoever on the activities carried out by the Artists. The Clients shall verify and, according to their discretion, evaluate if the Artists own all skills, licenses and permits to perform the activities requested by the Clients;
4. subject to these General Terms and Conditions, Artists shall be free to accept or reject any requests delivered by Clients;
5. any activity arising from the agreement for the creation of an Artwork entered into between Artists and Clients via the Platform (including, without limitation, the performance of the agreement, the creation of the Artwork, the payment of the consideration, the delivery of the Artwork, the rights licensed or assigned to the Client) will be managed and performed outside the Platform and independently of the Platform.
The use of the Platform and of the relevant services ( Services) are governed by these General Terms and Conditions as well as the documents and policies posted on the Platform.
In order to access the Platform and to be able to use the Services, the User is required – at the first access – to carry out the procedure of registration to the Platform and the creation of an account ( Account) by entering the required data, confirming that they are of legal age and accepting these General Terms and Conditions. If the User does not create an Account and accept the General Terms and Conditions, the User will not be able to register on the Platform, the User will not be able to use part or use the of the Services.
Only Users who have reached the legal age are allowed to register.

User's obligations

The User acknowledges that the use of the Platform in accordance with these General Terms and Conditions is essential for the proper functioning of the Platform and for the usability of the Platform by other Users.
The User agrees to use the Platform in accordance with the General Terms and Conditions for the purposes set forth therein only, as well as in compliance with any applicable law, and specifically agrees not to:
1. assign or resell to third parties the Services or otherwise the right to use the Platform;
2. tamper with or otherwise operate on the Platform without the intervention and permission of the Company;
3. use the Platform or Services if the Account has been suspended;
4. use the Platform to create or services similar or identical to the Services;
5. carry out the framing or mirroring, or make any other incorporation whatsoever, of the Services in sites or services different than the Platform;
6. communicate to the Company any data which is false, incorrect, misleading or may cause negative consequences for any third party;
7. spread viruses, malwares or any other technology aimed at damaging the Platform, the Users' devices, or to infringe the rights of the Company or other Users or anyhow aimed at preventing or disturbing the use of the Services by the other Users;
8. use bots or any other technology designed to alter interactions;
9. copy, modify, or disseminate the content of the Platform, Services, or Company's or third parties' proprietary information;
10. use any mechanism, software or process that may interfere with the proper functioning of the Platform;
11. circumvent the tools set up by Company to ensure the security of the Platform and prevent intrusion or access by unsolicited automated users (including, without limitation, robots, spam, spiders);
12. uploading to the Platform or otherwise communicating or sending via the Platform to other Users content that is offensive, vulgar, violent, false, or damaging to Company's image or contrary to any applicable law, without prejudice to what is specifically provided for further in these General Terms and Conditions;
13. write and publish reviews which are false, misleading or inaccurate;
14. copy, download, duplicate, distribute, disseminate or otherwise use - even partially - Contents (as defined below) as well as images, distinctive signs, text and content owned by Company, other Users or otherwise found on the Platform, without prejudice to what is specifically provided for further in these General Terms and Conditions;
15. export outside the Platform any information, other than as expressly governed by these General Terms and Conditions.
The Artists represent and warrant that:
1. they have all the requisite skills and capacity to enter into the agreements with the Clients;
2. the execution and performance of the activities agreed with the Clients will not violate any applicable law nor will constitute a default or breach of any contractual obligation;
3. there are no proceedings, pending or threatened, which is or is likely to have a material adverse impact on the activities agreed with the Clients or the ability to perform the same.
The Artists acknowledge that the Company shall not be involved in the performance of the activities agreed with the Clients, undertake to act fairly with all Users on the Platform and undertake to perform the activities agreed with the Clients:
1. according to generally accepted leading standards;
2. in a professional and diligent manner, and with the highest professional care, experience, accuracy and diligence;
3. without withholding any information which is required for effective performance of the obligations arising from these General Terms and Conditions and the agreement entered into with the Clients;
4. without proposing or requesting the Clients to negotiate outside the Platform or attempting to act in such a way as to circumvent the operativity of the Platform;
5. in full keeping with every and each term of these General Terms and Conditions and the agreement entered into with the Clients.
To enable Company to maintain the Platform at optimal and safe levels of functionality, the User agrees to report to Company any Platform-related issues of which the User become aware.
By accepting these General Terms and Conditions, the User agrees to indemnify and hold Company harmless from and against any prejudice resulting from the User's violation of the General Terms and Conditions, applicable law or the rights of third parties.

User's Account

The User is required to create an Account by following the instructions indicated on the first page of access to the Platform, which will be associated with a unique username and password chosen by the User ( Credentials). Upon entry of all mandatory information and acceptance of what is indicated during registration, the User will receive a confirmation message to the indicated email address. To complete the registration, the User must confirm that they wish to proceed by clicking on the link included in the confirmation email within 24 hours of receipt. Otherwise, the Account will not be deemed created and the relevant information will be deleted by Company, without prejudice to the User's right to create a new Account.
The User shall take all appropriate measures to ensure that the Credentials are maintained in the strictest confidentiality, acknowledges that any activities carried out with their Account in the event of failure to keep the Credentials confidential will not be attributable to Company and assumes responsibility for any damage caused to Company or third parties in connection with failure to comply with the aforementioned obligation. The User agrees not to disclose the information accessible through the Credentials and not to allow third parties access to the Platform through their Credentials.
The User is required to provide Company with true and accurate information and, in order to ensure the security of the Account, agrees to:
1. not provide false information;
2. not create fake or duplicate Accounts;
3. update their personal information where necessary, including to enable Company to contact them if needed;
4. not impersonate, nor substitute for, any third parties;
5. not adopt as usernames or Account identifiers designations that incorporate unauthorized uses or violations of applicable law or third-party rights (including, without limitation, names and surnames of others, trademarks and trade names of third parties, expressions or wording owned by third parties).
A personal profile ( Profile) is available for each User in which several information is provided, including:
1. a brief biography of the User;
2. the User's profile picture;
3. the Contents uploaded to the Platform;
4. the list of Users following the User in question and Users followed by the User in question.
Through their Profile, the User may also manage their personal settings related to the Platform and have access to more detailed information about their use of the Platform.

Use of the Platform

Although the Company strives to make the Platform and Services accessible and usable, it is possible that under certain circumstances access to the Platform or use of the Services may be interrupted, including in the event of maintenance or updates. The Company agrees to provide technical assistance to Users in the event of problems directly attributable to the Company. Also given the characteristics of the Platform and the Services, the User acknowledges that the Company cannot be held liable for issues due to causes not directly attributable to the Company and, in particular:
1. problems with connectivity and continuity of Internet traffic available to the User;
2. problems pertaining to the User's systems;
3. issues pertaining to the terminals used by the User, including failures of the devices used by the User and including cases where such devices are not compatible or fast enough to allow the use of the Services;
4. autonomous initiatives of Users not subject to or outside the control of Company.
The User acknowledges that, when used via mobile application, the Platform may automatically update on the User's device if a new version is available or may require the User to actively provide the update. The User agrees to keep the Platform up-to-date at all times in order to obtain maximum performance from the Services.
The Platform may include links to third party websites that are not controlled or operated directly by the Company ( Third Party Sites) whose navigation will not be attributable to Company. In particular, but without limitation, this could occur in Contents (as defined below) uploaded by Users.

Contents and Artworks

For the purpose of these General Terms and Conditions, Contents include all contents uploaded by Users on the Platform, including – without limitation – Artworks, comments and reviews.
The User shall not post, upload, transmit or otherwise make available through the Services, nor shall the Artist propose or create Artworks in the interest of the Clients, that:
1. are untrue, unlawful, misleading, defamatory, libellous, obscene, pornographic, contrary to public order or morality, threatening, intimidating, infringing of personality rights, or otherwise in violation of these General Terms and Conditions or applicable law;
2. are offensive to the Platform community, such as inciting racism, extremism, hatred or harm of any kind against individuals or groups;
3. may constitute, encourage, promote or incite unlawful conduct or conduct in violation of the rights of third parties;
4. provide information that may incite or lead to unlawful activities;
5. may constitute infringement of Intellectual Property Rights (as defined below) of third parties;
6. constitute disguised commercial communications or other forms of misleading advertising;
7. include private or confidential information of third parties, such as addresses, telephone numbers, emails or personal data;
8. are generated – also partially – by using, or availing of, artificial intelligence systems or similar tools;
9. link to Third Party Sites that are restricted or password protected or otherwise hidden or inaccessible;
10. are not in any other way related to the purposes of the Platform.
The User acknowledges that Contents which do not comply with these characteristics could affect the proper functioning of the Platform. Therefore, Company reserves the right to remove any Content which does not comply with these requirements. In the event of removal, Company will notify the User and explain the options available to the User to request a review, except in case of a serious or repeated violation of these General Terms and Conditions or conduct that may expose Company or other Users to any risks or liabilities whatsoever.
User agrees not to:
1. modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, sell, or otherwise economically exploit the Contents of other Users found on the Platform;
2. download Contents unless explicitly made available for download through the Platform;
3. in any event, engage in activities other than those permitted by applicable law or these General Terms and Conditions.
In case of inclusion in the Contents of links to Third Party Sites, the User agrees to verify in advance their content and proper functioning and to modify the Content if the Third Party Site no longer meets these requirements. The User is responsible for the content of the Contents and agrees to indemnify and hold Company harmless from and against any harm resulting from actions, claims or demands of third parties as well as sanctions of competent authorities in connection with the subject matter of the Content.
Company may allow Contents to be shared outside the Platform through the appropriate function made available on the Platform. It is understood that the Content will be visible only to Users registered to the Platform: therefore, in case of sharing with a person who is not a User, the latter may not properly view the Content. In the event of sharing Content created by a third party, the User agrees to respect the latter's rights and, by way of example, agrees not to use expressions that are insulting, defamatory, or harmful to their rights.
The User acknowledges that the Contents are not subject to prior verification by Company, except as required by applicable law. Therefore, the User declares and agrees to be solely responsible - to Company, other Users, third parties and competent authorities - for their acts and omissions.
Except for the Artworks created by Artists in execution of the agreements entered into with the Clients, in case of detection of a Content deemed contrary to applicable legislation or to these General Terms and Conditions:
1. each User has the right to make a report to Company which will proceed in accordance with the appropriate procedure that will be made available through the Platform in compliance with the applicable legislation;
2. Company shall have the right to remove the Content from the Platform.
The Platform does not constitute or offer a backup service in favour of the User, who agrees, therefore, not to rely on the Services for the purpose of saving or storing Contents.
The User acknowledges and agrees that Company may post advertisements and promotional contents ( Promotional Contents), it being understood that Promotional Contents will be specifically identified as such and therefore recognizable from Users' Contents.
The User can delete their Contents at any time. Upon such deletion, the relevant Contents will no longer be visible to other Users, subject to technical time to allow for removal. Notwithstanding the foregoing, Contents may continue to exist in other locations within the Platform in the event that:
1. the Contents have been used by other Users in compliance with the license set forth below and have not been removed;
2. immediate deletion may limit Company's ability to detect or investigate unlawful activities or initiatives in violation of these General Terms and Conditions, to comply with a legal obligation, or to comply with a request made by a competent authority.
In such cases, Contents will be retained for the period necessary in connection with the stated purposes.

Intellectual property rights

The User acknowledges that Company and/or its licensors own all Intellectual Property Rights relating to the Platform (including, without limitation, the software that enables its functioning and related code, databases, user interface, graphics, layout and look-and-feel).
For the purposes of these General Terms and Conditions, Intellectual Property Rights means all rights related to the protection of tangible and intangible assets including, without limitation, patents, trademarks, domain names, designs, models, copyrights, neighbouring rights and databases, whether registered or unregistered, including any applications for protection already filed.
The User can use the Company's Intellectual Property Rights only to the extent set forth in these General Terms and Conditions and for the purposes described therein.
The User shall not:
1. translate, decompile or reverse-engineer the Platform, or engage in any other activity designed to identify the algorithms and logics of the Platform's operation;
2. extract or make copies of the information contained in the Platform (except with respect to Contents owned by the User), make derivative works from the Platform, reuse the Platform, or make any other use of the Platform other than as set forth in these General Terms and Conditions or permitted by applicable law.
The User is and remains the owner of the Intellectual Property Rights to the Contents uploaded to the Platform. Nothing in these General Terms and Conditions shall deprive the User of the rights they own in relation to their Contents. In order to enable the operation of the Platform, by uploading Contents to the Platform, the User grants Company a non-exclusive, royalty-free, perpetual, revocable at any time and transferable license to:
1. host, use, reproduce, modify, perform, adapt, translate, distribute, publish and communicate to the public the Contents throughout the world and on any medium;
2. make the Contents accessible and available to Users;
3. provide, promote and improve the Services;
4. use the User's username in connection with the Contents.
The User also acknowledges and accepts that the Contents may be shared, quoted or reproduced, in whole or in part, on Third Party Sites or sites owned by Company's partners, including through linking, framing and embedding techniques. To this end, the User acknowledges and accepts that the licence granted to Company shall be sub-licensable to third parties in order to allow such subjects to carry out the activities described herein.
The User represents and warrants to be the exclusive owner of all Intellectual Property Rights in and to the Contents or, in any case, to have all necessary authorizations to upload the Contents to the Platform and to allow Company and the Users to carry out the activities provided for in these General Terms and Conditions. The User therefore agrees to indemnify and hold Company harmless from and against any prejudice resulting from third-party demands, actions or claims, as well as from fines by the competent authorities, should the Contents uploaded by the User and made available on the Platform infringe any third-party rights or be contrary to the applicable law.
In the event of any use of the Platform, Contents in violation of the provisions of these General Terms and Conditions or applicable law, Company reserves the right to exclude the User from the Platform, without prejudice to any further claim, action or demand. The User agrees to indemnify and hold Company harmless from and against any injury resulting from third-party claims or demands related to unauthorized use of the Platform or Contents.

Coins and fees

The use of the Platform and of the Services by the Clients shall imply no payments in favour of the Company. It remains understood that Clients shall pay to Artists the prices for the Artwork created by the Artists pursuant to the agreements entered into with the Clients ( Prices).
The use of the Platform and of the Services by the Artists shall be subject to the payment of the relevant fees by the Artists to the Company:
1. a subscription fee for the use of Artists' Profiles, after the free trial period which may be indicated from time to time on the Platform ( Subscription Fee);
2. a variable fee to be calculated on the net Prices charged by the Artists to the Clients for the creation of an Artwork ( Variable Fee). The Variable Fee shall be paid by the Artists upon the agreement with the Clients is reached. It remains understood that, in case the agreement with the Clients is reached outside the Platform after the Clients had the opportunity to engage the Artists on the Platform and thanks to the Services, the Company shall have the right to:
  1. charge the Variable Fee to the Artists;
  2. exclude the Artists from the Platform and remove their Accounts, without prejudice to any other applicable remedy;
  3. (Subscription Fee and Variable Fee, jointly, Fees).
In order to pay the Fees (Subscription Fee and Variable Fee, jointly, Fees) for the use of the Platform and Services, the Artists – acting in their capacity as traders (i.e. persons acting for purposes relating to their trade, business, craft or profession) – shall purchase the Denarius/Denarii coins through the Platform ( Coins). The price of the Coins is indicated on the Platform. Artists can check the movements and the balance of their Coins through the wallet which can be accessed via their Account page ( Wallet).
The Coins:
1. constitute credits which can be exclusively used on the Platform;
2. cannot be converted in cash money;
3. cannot be traded or sold, except for what specifically indicated in these General Terms and Conditions;
4. except in case of termination of these General Terms and Conditions by the Users for default of the Company, cannot be returned by Users to the Company in exchange for cash money;
The agreement for the purchase of the Coins shall be effective upon delivery by Company of the order confirmation ( Order Confirmation). With the Order Confirmation, the Artists will receive a copy of these General Terms and Conditions, a summary of the order along with specific indication of the price paid by the Artists ( Price) and details about the purchased Coins.
Artists may pay the Price by means of PayPal or any other means of payment that may be indicated on the Platform. The Company reserves the right to amend at any time the payment methods, provided that the methods of payment made available to Artists are those published on the Platform at the time Artists place the relevant orders. In case of payment by PayPal, at the time the orders are placed, the web session shall be redirected on PayPal's safe website. On such website, the Artists will be able to complete the payment of the Price using their own PayPal account and in accordance with PayPal terms of use, which Artists will have accepted either at that time or previously. The Price will be charged on the Artists' PayPal account upon dispatch of the Order Confirmation.
If requested by Artists at the time of placing the orders, the Company shall send an invoice. For the issuance of the invoices, the information provided by the Artists shall be deemed to be truthful and correct. No amendment to the invoices shall be possible after the relevant invoice has been issued by the Company.
The Coins will be credited on the Artists' wallet upon completion of the purchase procedure and full receipt of the payment.
In case of errors or non-conformities of the Coins, the Artists shall promptly report them to Company indicating the Order Confirmation number.
In light of the capacity of the Artists, their right of withdrawal shall be expressly excluded.

Suspensions and restrictions

Without prejudice to any remedy set forth by the applicable law, in case the User infringes these General Terms and Conditions or any statutory provision, the Company may restrict, suspend or terminate the usability of the Services and Account, depending on the severity of the User's infringement. It remains understood that any act or omission by User which may constitute a criminal offense shall entitle the Company to terminate the User's right to use and access the Platform.
With reference to the creation of the Account:
1. in the event of a violation of the provisions of Article 3.3, the Company shall have the right to suspend the registration or Account until the issue that has arisen in relation to the aforementioned designation is resolved, or suspend the User's Account (if already registered) until the adoption of a username that does not constitute an infringement of these General Terms and Conditions or the applicable law;
2. the User acknowledges that in order to ensure the security of the Account, the Platform and other Users, temporary email addresses cannot be used for the creation of the Account. Should the User use a temporary email address for the creation of the Account, Company shall be entitled to reject the User's request or, in the case of detection after the creation of the Account, to suspend the User's Account until an appropriate email address is adopted. In case of failure to adopt an appropriate email address within a reasonable time after Company's request, Company reserves the right to delete the User's Account.
3. In case an Artist fails to timely pay any of the Fees which are due to the Company, the Company shall have the right to suspend the Artist's Account until the Artist's default is remedied. Should the Artist's delay exceed 7 days, the Company shall have the right to exclude the Artist from the Platform and delete their Account, by retaining any Coins owned by the Artist at the time of deletion as liquidated damages, without prejudice to the Company's right to collect its credit vis-à-vis the Artist.
4. Without prejudice to the above, the Company shall have the right to suspend Users for 30 (thirty) days in case of infringement of any of the obligations set forth under articles 2.2, 2.4, 5.2 or 5.4.
5. In case of any new infringement occurred after a first period of suspension, the Company shall have the right to terminate the User's right to use and access the Platform.

Term

These General Terms and Conditions shall be effective from the time of acceptance by the User until cancellation of the Account.
The User is entitled to delete their Account at any time via their Profile and giving confirmation via the link that will be sent to the User's email address.
It is understood that, in case of non-use of the Platform or Services for 24 consecutive months, Company will proceed to the cancellation of the User's Account, after informational notice sent to the User with reasonable notice.
Upon cancellation of the Account, without prejudice to the provisions set forth by the applicable law:
1. the User will lose the ability to access the Platform and will lose all rights and benefits that may have been obtained up to that moment in connection with their Account;
2. should the User wish to re-register with the Platform, it will be necessary to create a new Account that cannot be linked to the previously cancelled Account.
3. the Contents uploaded to the Platform will remain visible by virtue of the license referred to above, but the User's username will be obscured and replaced by a generic wording.

Contacts

For any information in relation to the Platform, the Services or these General Terms and Conditions, the User may contact Company at:
MECENATES DI FB (Italian VAT number 04168791202, REA number BO-573968)
Piazza Vienna 15, 40057 Granarolo dell'Emilia (BO), Italy
Certified email: [email protected]
Email: [email protected]

Miscellaneous

Company reserves the right to modify these General Terms and Conditions by publishing the new version on the Platform and informing the User. The new version of the General Terms and Conditions will be applicable only for the future and, unless otherwise specified, will be automatically effective 15 (fifteen) days after the relevant date of publication and communication to the User. It is understood that if the User does not intend to accept the changes to the General Conditions applied by Company, the User may at any time cancel their Account and discontinue the use of the Platform and Services.
If the User is acting as a consumer who ordinarily resides in a member state of the European Union, these General Terms and Conditions and the use of the Platform shall be governed by the law of that country and any actions or disputes shall be submitted to the jurisdiction of the competent court in that country where the User consumer has their residence or domicile. In all other cases, except in case of conflicting statutory provision, these General Terms and Conditions shall be governed by the Italian law.
Without prejudice for the foregoing, the User who is acting as a consumer may also use the European Online Dispute Resolution Platform. In order to obtain any details concerning the European ODR Platform or to bring proceedings through the same with reference to these General Terms and Conditions, the following link shall be used: http://ec.europa.eu/odr along with Company email address [email protected].
In case of:
1. alleged failure by the Company to fulfil its obligations under Regulation (EU) 2019/1150;
2. technological problems directly related to the Services provided by the Company;
3. measures or behaviour adopted by the Company which are directly related to the provision of Services;
4. the User may lodge a complaint by sending an email to the address [email protected].
In the event that an out-of-court dispute has arisen between the User and the Company - which has not been resolved among the parties - this dispute may be referred to the following mediation bodies:
1. the Conciliation Service of the Chamber of Arbitration of Milan (via Meravigli 9/b, 20123, Milan Italy, +39 0285154501, [email protected]);
2. the Conciliation Body of the Milan Bar Association (via Freguglia 14, 20122, Milan, Italy, +39 0254019715, [email protected]).