Terms and Conditions
portal.blinkoo.com

TheseTerms and Conditions ("T&C") define and regulate the use of Services provided by BLINKOO SRL ("Blinkoo" “we”, “us”or “our”) to the Contractor through the self‑service platform available at portal.blinkoo.com (the“Platform”). 
These T&C, together with the technical and economic specifications and any other attachments provided constitute a legally bindingagreement.
By registering and creating an account, the Contractor declaresthe acceptance of these T&C and all other provisions of the Agreement.

Overview

Blinkoo is acompany operating in travel and tourism industry through innovative andtechnologically advanced services including video acquisition andpost-production, editing, social media strategy, scripting, and voiceover ofdigital content mainly in video format, created by its community ofinfluencers, professional content creators, travellers and users (collectively,"Creators") and creating a Database of high-quality User Generated Content (UGC) in "rawasset" mode.

By purchasing oneor more of the available Services, the Contractor has access to the Databaseand can use - through the granting of a specific licence (License) - theContent included based on the subscription Plan chosen.

Blinkoo is andremains the exclusive holder of all economic exploitation rights of Contentthat constitutes the Database, as well as the exclusive holder of allintellectual property rights relating to the Platform, software, allcomponents, configurations and functionalities and all Services.

Access to thePlatform and the provision of the Services are intended exclusively tocompanies and not for private users.

1. Definitions

The termsbelow shall have the following meaning:

- Agreement: collectively, these Terms and Conditions, the technical Specifications, the selection of Services chosen by the Contractor, the purpose, duration, and economic terms for their provision; payment and invoicing methods; and any other necessary or useful references and details, any other attachments provided to the Contractor;

- Contractor: the Company for which the account is created by the person who declares to have the quality or authorization to carryout the registration.

- Credit/ Packages Credits: account units purchased in prepaid packages; packages may include volume discounts.

- Content: collectively, content, data,information, videos, and any other content present in the Database accessiblefrom the Blinkoo Platform, created primarily by the Blinkoo Community,consisting of influencers, professional content creators, travelers, and users(collectively, "Creators");

- Database: the set of high-quality User GeneratedContent (UGC) from Blinkoo Creators and any other Content accessible from thePlatform;

- Authorized Domains: list ofdomains/web-properties on which streaming is allowed.

- Media View: a single view of Content accordingto the metrics of the relevant publishing channel/platform. Counting occurs accordingto the rules of that channel and may differ between platforms.

- Parties: Blinkoo and the Contractor; the Contractor'sobligations apply correspondingly to the parties to whom the Contractorauthorizes the use of the Service Access Credentials.

- Plan: type of Service/Services selected by the Contractorbased on the functionality, volume, and characteristics of the requestedServices.

- Platform: the platform consisting databases,tools and software applications developed by Blinkoo for the provision of theServices offered under the Agreement.

- Services: all Services offered by Blinkoothrough the Platform and its components, such as, for example, accountconfiguration, Content, Database, individual features selected by the Contractor,solution hosting, and maintenance activities.

- Specifications: documents or details containing the technical and econimic specifications of the Services selected by the Contractor.

- Streaming Service: provision of proprietaryplayer, CDN, API key and playlist/best videos functionality with domainrestriction

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2. Subject of the Agreement

2.1 Subject of theAgreement is the provision of Services purchased by the Contractor, by granting a non-exclusive, non-transferable license, limited to all the conditions indicated.

2.2 The licence is granted for the duration and scope defined in the applicable Plan and/or Specifications.
Where a licence is granted under a subscription-based or recurring Plan, such licence remains valid only for the period in which the subscription is active, unless expressly stated otherwise in the applicable Plan.

2.3 The economic, technical, and operational characteristics of the Services, based on the Plan selected by the Contractor, are set forth in the Platform and must be considered an integral and substantial part of the Agreement.

2.4. By purchasing a Service, the Contractor declares that he has understood the individual features of the Service and the terms of use of the Platform and accepts them.

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3. Scope of the Services

Art. 3 Characteristics of the Services

3.1 Eligibility. The Services provided through the Platform are intended exclusively for business use by Companies. Blinkoo reserves the right to verify the information provided by the Contractor in the registration form and to request any other information and/or documents it deems appropriate before deciding whether to accept the order.

3.2 To access the Platform and use the Services, the Contractor must create a Blinkoo account by registering with the Company email address. The email address and password chosen will constitute the Platform login credentials("Credentials"). Any operation performed with the Contractor's account is presumed to be performed by the Contractor himself or by persons expressly authorized by the Contractor.

3.3 Blinkoo reserves the right to verify the correct use of the Services and, if there is even a suspicion of non-compliance, to suspend access to the Platform until the verification is successfully completed.

3.4 Streaming Service is only permitted on Authorized Domains, the Contractor is responsible for maintaining the list of Authorized Domains and Blinkoo may block requests from unauthorized domains. For Content streamed via the Platform on Authorized Domains, usage rights are included in the per‑gigabyte (GB)fee.

3.5 To ensure the correct use of the Services and Content, Blinkoo has implemented and reserves the right to implement any measures, including technical measures, to monitor such correct use (for example, but not limited to, Blinkoo has provided for the association of a watermark/fingerprint for each Contractor with removal prohibited).

3.6 All technological components and features necessary for the provision of theServices (e.g., API/SDK, web player, whitelisting, traffic) are permitted only on domains authorized by Blinkoo.

3.7 It is Contractor's responsibility to independently carry out all preparatory activities necessary for the use of the Services and to verify the compatibility of the technological components of its systems throughout theduration of the Agreement. Any delays due to the Contractor's inaction shall not be attributable to Blinkoo.

3.8 The Contractor is aware that the Services covered by the Agreement consist of multiple functionalities and are characterised by constantly evolving technology as well as elements with a certain degree of variability depending on the unpredictable outcomes of the use of the Services (number of unique daily users, consumption, geographical area) and, in any case, beyond the direct control of Blinkoo. The Contractor therefore acknowledges and accepts that, during the provision of the Services, it may be necessary to make changes or additions to the Plan selected at the time of ordering and hereby waives the right to raise and/or propose any dispute, action or exception in this regard.

3.9. Blinkoo is authorized to make any changes to the Services, including technical changes, that may be necessary for technical, organizational, or regulatory compliance reasons. In the event that Blinkoo makes technical or economic changes that result in a deterioration or burden in terms of performance and/or economic performance, or modifies any part of the Agreement conditions, such changes will be communicated to the Contractor, along with an indication of the effective date. If the Contractor does not intend to accept the aforementioned changes, he may exercise the right to withdraw from the Agreement by providing written notice within 30 days of the effective date of the changes. If the Contractor does not exercise the right of withdrawal, the changes will be deemed definitively acknowledged and accepted by the Contractor.

3.10 The Contractor acknowledges and accepts that the provision of the Services is non-exclusive and that, therefore, Blinkoo shall be free to use and allow the use of all components of the Platform and the Content without the Contractor being able to raise any objection.

3.11 Lite, Standard and Enhanced Licences. Blinkoo currently offers three licence tiers:

Lite License (entry‑level): A licence for use of Content across the Contractor’s websites, apps and social channels.  The licence includes up to 50 K Media Views. It is designed for small companies, and once the view limit is exceeded the Contractor must upgrade to a Standard or Enhanced licence.

Standard License: A licence for all channels (social, advertising, websites, apps, events, TV/OOH). It includes up to 1 M Media Views.  If this threshold is exceeded, the Contractor may upgrade to the Enhanced License.

Enhanced License: A licence for all channels with no Media View limit.

Media Views are counted according to the metrics of the relevant channel and may differ between platforms.  Blinkoo does not perform proactive monitoring but reserves the right to perform post‑contract documentation checks.

4. Use of the Platform and Content

4.1 Blinkoo and its licensors are and shall remain the exclusive owners of all rights, title and interest in Content, Platform, Services, models, algorithms and software that compose them or can compose them, in whole and in every part, the logics, the organizational principles and the supports and in all materials and information, including documents, data, know-how, ideas, methodologies, specifications, software, content and technologies, in any form or medium, directly or indirectly provided or made available in relation to this Agreement This includes all intellectual property rights, whether registered or unregistered, granted, applied for or otherwise existing now or in the future under any copyright, trademark, patent, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, anywhere in the world.

4.2 The Contractor's access to the Platform and database and use of the Content and any other related material and information are strictly limited to the Contractor's own activities and for the purposes expressly provided for in the Agreement with prohibition of transmission, transfer, dissemination, distribution, sale, and sub-licensing to third parties for any purpose, in any form, manner, or by any means.

4.3 The prohibition, by way of example and not limited to, shall be deemed to extend to any use, in whatever form and manner, by the Contractor of platforms, tools, software and any other content editing tools - automated or otherwise - even for the sole purpose of support or storage that involves the transfer of any intellectual property rights of the Contents licensed by Blinkoo to the Contractor.

4.4 Any modification to the Content, meaning by this any processing, re-processing, modification, adaptation, updating, translation, integration, evolution, personalisation or transformation, total or partial, whatever the creative entity and regardless of the degree of originality or autonomy with respect to the original Content, including subsequent developments, improved versions or adaptations to new needs, and any form of reuse that is based, directly or indirectly, on the Content originally provided by Blinkoo, does not affect the intellectual property rights referred to in the previous clauses 4.1 and 4.2.

4.5. In any case, Blinkoo and its licensors shall retain full and exclusive ownership of the Content even in case of derivative works ("Derivative Content"), as defined and governed by applicable intellectual property law. All obligations and limitations relating to the License and to the use of Contents shall be deemed to extend and apply also to the Derivative Content.

4.6 Custom, Bespoke and Fully Edited Videos: Any custom, bespoke or fully edited videos created, produced or delivered by Blinkoo as part of the Services shall remain the exclusive property of Blinkoo, unless expressly agreed otherwise in writing.
The Contractor is granted a licence to use such Content in accordance with the applicable Plan or Specifications. Such licence may be subscription-based, recurring, perpetual or otherwise limited, as expressly defined in the applicable Plan.

4.7 The Contractors hall not have any right to reproduce, modify, translate, adapt, rework or decompile the software or data belonging to Blinkoo and/or third-partyLicensors, nor the automated processes and, in general, any component of thePlatform or Services.

4.8 The Parties retain all rights to the trademarks, logos, names, domain names, and, in general, distinctive signs of which they are/or claim to be the owners, and this Agreement does not constitute any assignment, exchange, swap, or other form of disposal of the same.

5. Term and Termination

5.1 The Agreement is valid for the period chosen by the Contractor at the time of purchasing the Service, unless terminated early by written notice from one Party to the other with 30days' notice.

5.2. In the event that automatic renewal of the Agreement, the Parties shall have the right to terminate the Agreement by giving written notice to the other Party at least 60(sixty) days prior to the renewal date. Within 60 days of automatic renewal, Blinkoo shall have the right to notify any adjustment to the fee and theParties may agree on new conditions or features related to the Services.

5.3 In case of theStreaming Service, upon termination, for any reason, of the Agreement, anylicence granted by Blinkoo shall end and the Contractor will no longer have any right to use the Contents - not even within any Derivative Content - and must immediately remove and delete them from any channel or space for publication, use or storage.

5.4 Post-Termination Use of Licensed Content

Upon expiration, non-renewal or termination of a subscription-based or recurring Plan, the Contractor’s right to reuse, republish, redistribute, modify or otherwise exploit the Content licensed under that Plan shall automatically cease.

Content lawfully published during the active subscription period may remain online in its original form and placement. However, after termination, the Contractor shall not:

- republish the Content on new channels or platforms;

- reuse the Content in new campaigns or projects;

- modify, adapt or create derivative works;

- reactivate or continue paid advertising campaigns featuring the Content;

- re-upload or otherwise redistribute the Content in any form.

Any further use requires a new active licence or written authorization from Blinkoo.

5.5 Without prejudice to the provisions of other clauses of these T&C, the Agreement shall be considered terminated with immediate effect, if the Contractor engages in one or more of the following conducts, considered by the Parties as serious breaches:

a) breaches the obligations set forth in clauses 4, 6, 8, and 10 of these T&C;

b) performs, using theContent or services provided by Blinkoo, any illegal activity or unrelated to the purpose of the Agreement;

c) assigns all or part of the Agreement to third parties, without the prior written consent of Blinkoo.

5.6 From the date of termination of the Agreement in the cases provided for in this Clause, theServices will be deactivated without prior notice. In such cases, the Contractor acknowledges and accepts that, as a penalty, and without prejudice to compensation for greater damages, Blinkoo will be entitled to receive: a) the amounts owed by the Contractor up to the date of termination; b) any additional amounts due until the natural expiry of the Agreement; c) any additional costs that Blinkoo has had to or will have to bear as a result of the breach.

6. Fees and Payment

6.1 Contractor shall pay the fees specified in the applicable Plan.  Fees may include:

Credit‑based licences. Credits are prepaid units used to download Content for off‑platform use. 25 credits correspond to a Standard License and 50 credits to an Enhanced License.  Credits are non‑refundable, non‑exchangeable for cash and transferable only if authorized by Blinkoo.
Unless expressly stated otherwise in the applicable Plan, credits grant a licence subject to the duration and conditions defined in Article 2 and Article 5 of this Agreement.

Expiration of credits.  Credits generally remain valid for twelve (12) months after the date of purchase. However, for credits acquired under a subscription or other recurring plan, the credits expire at the end of the subscription period (the initial term or any renewal term) on which they were purchased.
Any unused credits remaining after the relevant validity period—whether twelve months or the end of the subscription term—will automatically be forfeited and cannot be redeemed for services or cash.
Credits granted under a subscription or recurring Plan are conditional upon the active status of the subscription. Upon expiration, termination or non-renewal of the subscription, any unused credits shall automatically expire and be permanently forfeited without refund, compensation or carry-over.

Unused credits cannot be transferred, reinstated or reactivated in the event of a subsequent new subscription, unless expressly agreed in writing by Blinkoo.

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GB‑based streaming.  The per‑GB fee includes CDN egress, proprietary player, API and basic analytics.  For streaming on Authorized Domains, no additional per‑video licence is required.  GBs are metered month‑to‑month and overages are billed at the unit price indicated in the Specifications.

6.2 Fees are payable in accordance with the payment terms specified in Platform Failure to pay any amounts when due may result in suspension or termination of the Services.

6.3  Blinkoo may update its price lists or discounts with prior written notice, typically at least 30 days.

6.4 Contractor shall not be entitled to to assert any rights or raise exceptions if it has not first correctly executed the payments provided for. In the event that one or more payments are not executed, Blinkoo reserves the right to suspend and/or terminate the provision of Services with immediate effect.

7. Blinkoo's warranties and limitations of liability

7.1 Blinkoo guarantees to provide the Services in accordance with the provisions of the Agreement and warrants that it possesses the necessary rights and licenses relating to the licensed Content.

7.2 Blinkoo does not assume any obligations of result and does not guarantee that the services will perfectly adapt to the purposes or needs of the Contractor.

7.3 Blinkoo undertakes, for the entire duration of the Agreement, to guarantee the continuity and, therefore, the full usability of the Platform, ensuring as ervice level (hereinafter ‘SLA’ Service Level Agreement) of 97%.

7.4. In the event of suspension of the Services for a period exceeding 3% as established by theSLAs, the Parties hereby agree that Blinkoo shall be liable for compensation up to a maximum equal to the equivalent value of the portion of the fee paid by the Agreementing Party for each hour of unlawful suspension, excluding interest and monetary revaluation. The amount of the penalty may be offset by Blinkoo against any payments still due from the Agreementing Party.

7.5 Under no circumstances may Blinkoo be held liable for the incorrect and/or inaccurate use of the Platform and the Services by the Contractor, including any use resulting from the inadequacy of the Contractor's resources with respect to the Specifications indicated, nor for the results obtained as a result of such incorrect and/or inaccurate use.

7.6 The obligations and liability of Blinkoo are exclusively those defined in the Agreement.In any case of breach or violation attributable to Blinkoo, it shall not be liable for an amount exceeding the fee paid by the Contractor at the time of the breach or violation and proportionately to the duration of the breach or violation. In any case, Blinkoo's overall liability is limited to the amount paid by the Contractor in the 12 months preceding the damaging event.

7.7 Without prejudice to the foregoing, except in cases expressly provided for by law, under no circumstances, for any reason whatsoever, shall Blinkoo be held liable to the Contractor, or to other parties directly or indirectly connected or related to the Contractor, for direct or indirect damages, loss of data, violation of third-party rights, delays, malfunctions, total or partial interruptions that may occur in connection with the provision of the Services, where connected, directly or indirectly, or arising from:

a)    force majeure, unforeseeable circumstances, catastrophic events (including, but not limited to: fires, explosions, strikes, riots, epidemics, pandemics, failure of telecommunications networks, etc.); and/or

b)    tampering with or interference in the Services or equipment or software of the Contractor,Third-Party Suppliers or, in general, Third Parties, or in the event of malfunctioning thereof.

7.8 Blinkoo undertakes to maintain IT security levels appropriate to the risks in order to prevent malfunctions or damage to technical and application infrastructure, but offers no guarantee regarding the use of the Services in the event of breaches caused by circumstances beyond its control or not publicly known and classified.

7.9 It is expressly understood that Blinkoo is not subject to any general obligation of surveillance, therefore it does not control or monitor the behaviour or actions carried out by the Contractor through the Services and remains unrelated to the activities that the Contractor carries out independently by accessing theServices.

8. Obligations and Declarations of the Contractor

8.1 The Contractor undertakes to use the Services solely for its own organization, without the possibility of permitting and/or transferring their use to third parties. The Contractor declares that it possesses all the technical knowledge and resources necessary for the correct use of the Services, assuming all related risks and responsibilities.

8.2 Contractor represents and warrants that the Services and Content provided by Blinkoo will be used in compliance with applicable laws and regulations, including but not limited to, intellectual property, personal data protection and consumer protection, without violating rights and/or interests of third parties and respecting the terms and conditions provided by the social platforms used from time to time. Contractor, in particular, guarantees not to use the Content: i) for publication outside Authorized Domains or voluntary exceeding of the required thresholds without upgrading, ii) for any immoral or illegal purpose, especially if the Content portrays a recognisable person, nor on or in combination with pornographic, obscene, offensive content (including, but not limited to, those related to drug use, dating services), harmful, defamatory, in a political context or in violation of the rights of any person or entity; iii) in a misleading or deceptive manner such as, but not limited to, implying that the Content was created by the Contractor itself or by a subject other than the actual owner of the intellectual property rights or suggesting that any person, brand, organisation or other third party depicted approves or is affiliated with the Contractor, unless authorisation has been granted to that effect.

8.3 The Contractor acknowledges and accepts that any operation performed is presumed to have been carried out by the Contractor himself and that knowledge of the Credentials by third parties could allow them to improperly use the Services and access theContent. The Contractor is therefore obliged to exercise the utmost diligence in the use, storage, and protection of the Credentials and undertakes not to allow their use by un-authorized third parties, for whose behavior the Contractor assumes full responsibility. In the event of loss, theft, or theft of the Credentials, the Contractor is required to promptly notify Blinkoo.

8.4 The Contractor is directly responsible for complying with all legal provisions applicable to the use of the Services and, in particular, the provisions of General DataProtection Regulation (Regulation (EU) No. 2016/679) regarding the processing of personal data.

8.5 The Contractor declares that it uses the Services and the Platform in the context of its business, commercial or professional activity and that, therefore, consumer protection provisions do not apply to it.

9. Indemnity and Penalties

9.1 Contractor shall indemnify and hold Blinkoo harmless from any loss, damage, liability, cost, charge or expense, including legal fees, arising out or in connection with any breach of the Agreement or arising from any actions, claims or exceptions asserted by third parties in dependence or in connection with breaches by the Contractor of the obligations of the Agreement, the applicable law and regulations.

9.2 Contractor acknowledges and accepts that, in the event of a breach of clauses 3 and 6, Blinkoo, in addition to any other legal remedy at its disposal, shall have the right to enforce specific performance of this Agreement and shall also be entitled to the payment of a penalty equal to euro 10.000,00 (ten-thousand/00) for each violation relating to each individual Content.

10. Confidentiality

10.1 The Parties undertake, also for their employees and/or collaborators, in relation to the confidential information transmitted between them during the term of the Agreement:(a) to use it diligently and exclusively for purposes related to the execution of the Agreement; (b) not to resell, provide, transmit, communicate and/or make it available, even partially, in a reworked or aggregated form, directly or indirectly, to unauthorised third parties, including the subjects to whom the confidential information refers, without the prior written consent of the otherParty or to comply with legal obligations or orders of the judicial Authority or for the exercise defence rights.

10.2 ConfidentialInformation means: (i) information deemed or classified as reserved and/or confidential of which the Parties have become aware for any reason related to the application of the Agreement and/or (ii) information which, by its nature, content or circumstances in which it is disclosed, would normally be considered as such. In this regard, but not limited to, confidential information means all the services, characteristics, configurations and technical information of the services, the quotations.

11. Suspension of Services

11.1 Blinkoo, except in cases of termination of the Agreement, at its sole discretion and without the exercise of such right being contested as a breach or violation of the Agreement, reserves the right to suspend the Services, even without prior notice, in the event that:

a)    the Contractor defaults or violates even one of the provisions of the Agreement;

b)    the Contractor reaches the streaming thresholds or other limits set by the Plan and fails to proceed, within the terms communicated by Blinkoo, with the Plan upgrade;

c)    the Contractor fails to comply, in whole or in part, with Blinkoo's requests, and in any case, its behavior is such as to give rise to a well-founded and reasonable fear that itis in breach of the Agreement or is responsible for one or more violations of its provisions;

d)    there are reasonable grounds to believe that the Service is being used by un-authorized third parties;

e)    if, at Blinkoo's sole discretion, emergency interventions are necessary or related to IT security or the protection of copyright and/or industrial property rights; in this case, the Service will be restored when Blinkoo, at its sole discretion, determines that the causes that led to its suspension/interruption have been effectively removed or eliminated;

f)     the Contractor is involved, in any capacity, in any judicial or extrajudicial dispute of a civil, criminal, or administrative nature concerning acts and behaviors performed through or related to the Services;

g)    it is requested by competentAuthority;

11.2 In any case of suspension of Services attributable to the Contractor, Blinkoo's right to claim compensation for damages remains unaffected.

11.3 Blinkoo reserves the right to suspend the provision of Services to carry out technical maintenance work, including due to changes in conditions by its third-party suppliers (including Cloud Providers). In this case, the Contractor will be notified via email with 7 (seven) days' notice; this notification will also indicate the restoration timeframe.

12. Notices

12.1 Any notice or communication required or permitted to be given under this Agreement shall be deemed to be duly given if sent by express receipted courier, certified mail, return receipt requested, addressed to the other Party at the address set forth for the Contractor in the registration form or at any other place, or to the attention of such other person, as either Party may from time to time specify by written notice to the other Party:

To Blinkoo S.r.l:

address: Via Raffaello Sazio n.39, - 20121 Milan - Italy

certified mail: blinkoo@legalmail.it

13. Miscellaneous

13.1 The Agreement replaces any other previous agreement that may have occurred between theParties. No amandement or clause added to the Agreement shall be valid and effective between the Parties if not expressly approved in writing by bothParties. In the event of particular agreements with the Contractor, these shall be formulated in writing and shall constitute an addendum to the Agreement.

13.2 The possible ineffectiveness and/or invalidity, total or partial, of one or more clauses of the Agreement shall not entail the invalidity of the others clauses, which shall be deemed fully valid and effective.

13.3 The Contractor acknowledges and accepts that Blinkoo may communicate to third parties and/or disclose in any form the name of the Contractor as a commercial reference for the promotion of its services.

14. Data Protection

14.1 The processing of the Contractor's personal data and those communicated by the Contractor to Blinkoo for the purposes of executing this Agreement and subsequently providing the Services will be carried out in accordance with the legislation on the protection of personal data and, in particular, with EU Regulation2016/679 (GDPR).

15. Governing law and dispute resolution

15.1 The Agreement shall be governed exclusively by the laws of Italy excluding its conflicts of law provisions.

15.2 The Parties agree to discuss in good faith any dispute arising from or relating to the Agreement or the breach hereof (a “Dispute”). If the Parties cannot resolve the Dispute, then, the Parties hereby consent and agree that the Courts of Milan are the exclusive forum.