1. Introduction. Conditions of Access to the Advertisers Portal

1.1. Auditel S.r.l., with registered office in Milan, via Larga no. 11, 20122, registered in the Milan Companies Register, Tax Code / VAT No. 07483650151, phone +39 02-5829861, with a fully paid-up share capital of Euro 300,000, email address auditel@auditel.it (“Auditel”), is a Joint Industry Committee (JIC) that carries out television and digital audience measurement activities broadcast in Italy, using proprietary technologies and know-how. Auditel’s activities are subject to the supervision and control of the Authority for Communications Guarantees (AGCOM), which, as provided by Law No. 249/1997, performs various functions aimed at overseeing audience indices and the dissemination of various media.

1.2. Within the scope of the above activities and to enhance the accuracy of measuring the actual viewing of television and digital advertising content, Auditel is developing a project, better described in section 3, aimed at distinguishing and identifying advertising formats of the “commercial/adv” category (“Commercial Content”), through the creation of unique codes that, associated with each Commercial Content uploaded to the Commercial Content Library (as defined below) via a portal accessible at the following link http://cusv.auditel.it/ (“CUSV Portal”), allow for their identification, the harmonization of their classifications (“Service”), and the detection and production of audience data related to the Commercial Content tracked with the CUSV (“Audience Data”) and distributed on the Channels and Distribution Environments measured by Auditel (“CUSV Measurement System”). For better implementation of the aforementioned project, Auditel has initiated a beta phase (“Beta Phase”) aimed at and reserved exclusively for companies and commercial operators operating in the Italian market (“Advertisers”).

1.3. To join the CUSV Measurement System (including the current Beta Phase), Advertisers must register on this portal (“Advertisers Portal”) and accept these terms and conditions for accessing and using the Advertisers Portal and the project (“Terms and Conditions”) and comply with all provisions contained herein. Access to and use of the CUSV Measurement System during the Beta Phase is free of charge, but subject to the successful completion of the registration procedure to the Advertisers Portal as described in section 2 below, as well as to the CUSV Portal. Internet access and an adequate connection are required to access the Advertisers Portal; all technical access conditions and connection costs are governed by the agreement in place with the access network provider used by the Advertiser and/or Users (as defined below).

1.4. Advertisers and Users (as defined below) are required to carefully read the Terms and Conditions - which Auditel makes available on the Advertisers Portal, and which may be stored and reproduced for internal use, subject to the provisions in section 4 (Confidentiality) - before accepting them; they are also required to review the provisions of Auditel's Code of Ethics, available by clicking here and commit to adhering, also pursuant to Art. 1381 of the Italian Civil Code, to the ethical-behavioral principles mentioned therein.

1.5. These Terms and Conditions are drafted in the Italian language. In the event of discrepancies or inconsistencies with any translations into a language other than Italian, only the Italian version shall prevail.

1.6. Defined terms in the singular shall be deemed to include the plural and vice versa.

2. Registration on the Advertisers Portal

2.1. For the purpose of registering on the Advertisers Portal, the company representative authorized by the Advertiser (the “User”) must (i) submit a specific request on the Advertisers Portal, completing all fields and correctly providing all the Advertiser’s data and the required information, including the name, email address, and the company representative’s details, and (ii) accept the Terms and Conditions and declare that they have read the Privacy Policy and Cookie Policy.

2.2. After submitting the request, if the registration process has been correctly completed by the User (including the completeness of the data provided), the company representative of the Advertiser will receive confirmation of successful registration via email, and an Account will be created containing the information related to the Advertiser. In any case, Auditel reserves the right to request confirmation from the Advertiser regarding the data provided by the User during the registration process, as well as to reject the Advertiser’s registration request or to block access to the Advertisers Portal and consequently to the Service at any time if there are doubts about the identity of the Advertiser and/or the User and/or the compliance with the requirements set forth in the Advertisers Portal, including in the Terms and Conditions. The creation of the Account will enable the Advertiser, including through third parties authorized by them under the terms and conditions of the CUSV Portal (“Authorized Third Party”), to create the related user profile in the CUSV Portal and use the Service in Beta Phase, as outlined in section 3.1 below.

2.3. Auditel will then provide the User with the login credentials for the Advertisers Portal, including a randomly generated password. The Advertiser and the User acknowledge that the existence of an employment relationship between the User and the Advertiser at the time of registration, and its continuation for as long as the User accesses and uses the Advertisers Portal, is a mandatory condition for access and use. The Advertiser must inform Auditel via email in case of termination, for any reason, of the employment relationship with the User or a change in the designated user. Upon receiving such communication from the Advertiser, Auditel will update the credentials related to the Account. No communication shall be sent by Auditel to Users for whom a deletion request has been submitted by the Advertiser.

2.4. Throughout the process of completing the fields required to create the Account, mandatory data fields are marked with an asterisk (*). Failure to provide the mandatory data required for registration will result in the inability to complete the registration to the Advertisers Portal.

2.5. Regarding the data provided, each Advertiser and/or User guarantees its accuracy, truthfulness, completeness, and, in case of changes, timely updates via email to cusv@auditel.it. Access credentials to the Advertisers Portal are personal and must be kept strictly confidential and used exclusively by the person who requested them and to whom they were assigned. The password must be periodically changed according to the instructions provided by Auditel. Once all required data and information for registration have been entered, the Advertiser will be asked to accept the Terms and Conditions and acknowledge the Privacy Policy and Cookie Policy; such acceptance is a prerequisite for completing the registration, accessing the Advertisers Portal, and the Advertiser’s participation in the CUSV Measurement System.

2.6. It is the sole responsibility of each Advertiser to update the data and information entered in the Advertisers Portal that are relevant to access the Advertisers Portal, the CUSV Measurement System, and the provision of the Service.

2.7. The Advertiser may request at any time the deletion of their registration from the Advertisers Portal by sending an email to cusv@auditel.it. Auditel will proceed with the deletion of the related Account and will confirm this via email to the Advertiser’s company representative. Deleting the Advertiser’s Account will not result in the deletion of the content uploaded to the CUSV Portal, which will be retained in accordance with the relevant Terms and Conditions, but it will terminate the Advertiser’s participation in the CUSV Measurement System as of the Account deletion date.

2.8. If technical issues arise while using the Advertisers Portal, the Advertiser can contact Auditel by sending an email to cusv@auditel.it, providing as much detail as possible about the issue encountered and specifying the urgency of the request. Auditel, possibly through appointed third parties, will promptly take action to resolve the issue within the timeframe and in the manner indicated at the link https://adv.auditel.it/Home/AssistenzaTecnica

3. Beta Phase Service

3.1. Registration on the Advertisers’ Portal is a preliminary and necessary condition for registration on the CUSV Portal. Following registration of the Advertiser on the Advertisers’ Portal, the Advertiser, either directly or through the Authorized Third Party, may then proceed to upload on the CUSV Portal Commercial Content related to their own products and/or services, upon registration pursuant to the respective terms and conditions for accessing and using the CUSV Portal and the project, and in compliance with all related provisions. The Authorized Third Party may not upload Commercial Content on the CUSV Portal on behalf of an Advertiser without appropriate prior authorization from the same. Auditel shall in no way be held responsible for the uploading of Commercial Content on the CUSV Portal without the Advertiser’s authorization; the Advertiser therefore indemnifies Auditel from any liability, action, or claim arising therefrom.

3.2. Once the Commercial Content has been correctly uploaded to the CUSV Portal, the system will automatically generate a unique and unmodifiable code associated with each Commercial Content (“CUSV”, i.e. Unique Video Spot Code), which will also be generated in encrypted mode (“Tracking Code”, together with the CUSV, the “Codes”). The Tracking Code will be made available on the CUSV Portal and must be copied or downloaded in XML format by the Advertiser or the Authorized Third Party, and must be associated with the Commercial Content each time it is distributed and disseminated on any distribution channel. Therefore, if the same Commercial Content is distributed across different distribution methods (e.g., via linear and non-linear audiovisual media services on different distribution channels), a single upload of the Commercial Content must be performed so that the CUSV Portal generates a single CUSV/Tracking Code. It is understood that in the event of multiple uploads of the same Commercial Content distributed through different methods, Auditel does not guarantee the reconciliation of data relating to that Commercial Content.

3.3. The Service does not allow the tracking of Commercial Content and related views in the absence of proper and continuous association by the Advertiser or the Authorized Third Party (and their collaborators, suppliers, or third parties) of the Tracking Code to the relevant Commercial Content, at each stage and method of its distribution and dissemination.

3.4. Advertisers undertake to correctly upload, or ensure the correct uploading of, complete and accurate Commercial Content to the CUSV Portal and acknowledge and accept that they are solely responsible for the uploaded Commercial Content and any and all consequences of such uploading to the CUSV Portal. Auditel shall in no way be held liable if the uploaded Commercial Content contains (a) elements that may be considered defamatory, offensive, obscene, harmful to privacy and/or third-party proprietary rights (including, by way of example, intellectual and/or industrial property rights), in violation of laws or regulations or the provisions of the IAP Code of Self-Regulation for Commercial Communications, or otherwise unlawful; (b) viruses or harmful code that may disable, overload, or interfere with the proper functioning or interface of the Service and the CUSV Portal. The Advertiser or Authorized Third Party shall expressly indemnify and hold harmless Auditel for any damage, claim, action, indemnity obligation and/or penalty arising from and/or in any way related to any third-party claims regarding the Commercial Content uploaded to the CUSV Portal, and as a result, for any damages that Auditel may be ordered to pay (including legal costs).

3.5. The Advertiser and/or the Authorized Third Party uploading Commercial Content to the CUSV Portal must diligently verify that the upload was successful. Once Commercial Content is uploaded to the CUSV Portal, the Advertiser or Authorized Third Party can no longer delete it; however, the Commercial Content may be re-uploaded and associated with new Codes. It is the responsibility of the Advertiser or Authorized Third Party to properly use the Codes associated with the correctly uploaded Commercial Content.

3.6. The Advertiser may request reserved access, until December 31, 2022, to Digital Audience Data relating to Commercial Content tracked with the CUSV Measurement System and distributed on Digital Distribution Environments measured by Auditel, by selecting the specific field shown on the initial page of the Advertisers’ Portal.

3.7. The Advertiser acknowledges and accepts that participation in the CUSV Measurement System entails the publication and dissemination of Audience Data related to Commercial Content tracked through the CUSV Measurement System and distributed on Channels and Distribution Environments measured by Auditel, along with those of all other Advertisers who have joined the Service. Auditel shall in no way be held liable for the effects of disclosing Audience Data resulting from the use of the Service. The Advertiser may request reserved access from Auditel, until December 31, 2022, to Digital Audience Data related to Commercial Content tracked with the CUSV Measurement System and distributed on Digital Distribution Environments measured by Auditel, by selecting the appropriate option on the initial page of the Advertisers’ Portal. In this case, such Audience Data will be made available free of charge and incorporated into reports provided to Advertisers in the manner and within the timeframes determined by Auditel, for consultation and analysis intended exclusively for internal use. Auditel shall in no way be held liable for the effects of disclosing Audience Data resulting from the use of the Service. Auditel shall also not be liable in any way for the effects of publishing Audience Data resulting from Auditel measurement via the CUSV Measurement System.

4. Confidentiality

4.1. The Advertiser and/or User (collectively, the “Authorized Parties”) acknowledge and recognize that within the context of the CUSV Measurement System, the Service, and through the Advertisers’ Portal, they may become aware of Auditel's confidential information, including information and data which may concern Auditel's know-how and/or trade secrets, such as technical-productive, financial, commercial, marketing, proprietary, or otherwise lawfully held information, including presentations, documentation, collected and processed data, and materials that contain or reflect Confidential Information regarding the Commercial Content tracking project and the Service (“Confidential Information”). Each Authorized Party undertakes to maintain the strictest confidentiality over the Confidential Information accessed through the CUSV Measurement System, the Service, and the Advertisers’ Portal, and to use such Confidential Information solely within the limits and for the specific purposes for which it was made accessible and/or provided, excluding any other use. The Authorized Party who uses and/or discloses all or part of the Confidential Information shall be held liable to Auditel for such use and/or disclosure, as well as for any non-compliant use with the Terms and Conditions.

4.2. In order to ensure the security and proper use of the Confidential Information, each Authorized Party shall adopt the necessary technical measures to ensure that only the Authorized Party has access to the Confidential Information and that it is not used in a manner not permitted or inconsistent with the purposes for which it was made available, in accordance with the Terms and Conditions.

4.3. In the event of unauthorized access, misuse, misappropriation, or any other unauthorized use or disclosure of the Confidential Information, the Authorized Party undertakes to promptly inform Auditel in writing and provide all necessary assistance to halt the disclosure and/or unauthorized use of the Confidential Information.

4.4. Each Authorized Party expressly agrees and acknowledges that the confidentiality obligations under the Terms and Conditions shall remain in effect for as long as the Confidential Information remains confidential, i.e., has not entered the public domain, even after the Authorized Party ceases any access to the Advertisers’ Portal and/or contractual relationship with Auditel.

5. Auditel’s Proprietary Rights

5.1. Advertisers, Authorized Parties, and Users acknowledge that:

a) the Codes are the exclusive property of Auditel; they may be used by Advertisers, Users, and Authorized Third Parties solely in connection with the Commercial Content to which they have been associated by the system upon uploading to the CUSV Portal and solely to enable the tracking of Commercial Content and related views by their recipients via the Service provided to Advertisers;

b) the Audience Data and the related database are the exclusive property of Auditel, which holds all exclusive rights of economic exploitation.

5.2. All intellectual and/or industrial property rights relating to the CUSV Measurement System, the Service, and the Advertisers’ Portal and/or any parts thereof (including, without limitation, software, algorithms, graphics, design, registered/trademarked and unregistered trademarks, other distinctive marks, invention patents, utility models, copyright and related rights, know-how, and any other intellectual or industrial proprietary rights), as well as to the Commercial Content Library (collectively, the “Auditel Intellectual Property”) are and shall remain the exclusive property of Auditel (or its licensors or assignors). The “Commercial Content Library” means the database created by Auditel, containing all identifying information of Commercial Content uploaded to the CUSV Portal by Advertisers and/or Authorized Third Parties, harmonized, organized, and categorized by Auditel or by third parties according to categories defined by Auditel.

5.3. Access to the Advertisers Portal as well as the Terms and Conditions shall in no way be construed as a license granted by Auditel to the Authorized Parties concerning any Auditel Intellectual Property rights, including Auditel's know-how, the Commercial Content Library, or any other right of any kind owned and/or held by Auditel. The reproduction, modification, dissemination, distribution, translation (including into other programming languages), adaptation, transformation, downloading, or reverse engineering of Auditel's Intellectual Property, the Codes and/or the Advertisers Portal in any part is expressly prohibited.

6. Limitations of Liability

6.1. The Authorized Parties acknowledge that the CUSV Measurement System and the Service—delivered by Auditel with the assistance of third parties, including technical and commercial partners—are in a Beta Phase; therefore, the CUSV Measurement System and the Service may be subject to service disruptions and malfunctions beyond Auditel's control. All content present in the Advertisers Portal and in the CUSV Portal, including the CUSV Measurement System and the Service, is provided “as is” and, to the maximum extent permitted by law, Auditel makes no representations or warranties and disclaims all liability regarding the CUSV Measurement System and the provision of the Service, including updates, accuracy, reliability, and/or the operation of the CUSV Measurement System and/or the Advertisers Portal and/or the Service and/or the CUSV Portal and related content. Furthermore, Auditel does not guarantee that access to the Advertisers Portal and/or the CUSV Portal and the uploading of Commercial Content will always be continuously available, as temporary unavailability may occur. In the event of scheduled maintenance, Auditel will make reasonable efforts to notify the Advertiser. In any case, Auditel and/or third parties involved in providing the Advertisers Portal and/or the CUSV Portal and/or the Service and/or the CUSV Measurement System shall not be liable to the Advertiser for temporary unavailability of the Advertisers Portal, the CUSV Measurement System, the CUSV Portal, the uploading of Commercial Content and/or the Service.

6.2. Auditel and/or third parties involved in providing the Advertisers Portal and/or the CUSV Measurement System and/or the CUSV Portal and/or the Service shall not be liable for any damage, whether pecuniary or non-pecuniary, claims, or third-party actions that arise directly or indirectly and/or are in any way connected to:

a) the Advertiser’s and/or User’s breach of the rules regarding registration and access to the Advertisers Portal and/or the CUSV Portal and/or the safeguarding of registration credentials, including the password;

b) the Advertiser’s failure to notify the termination of the employment relationship with the User;

c) misuse of the Advertisers Portal and/or the CUSV Measurement System and/or the CUSV Portal and/or the Service, including particularly improper use in breach of these Terms and Conditions and/or the CUSV Portal Terms and Conditions and/or applicable law, or the uploading of incomplete and/or incorrect data and/or information and/or failure to update any inserted data or information (i) in the Advertisers Portal relevant to the CUSV Measurement System and/or access to the Advertisers Portal, and/or (ii) in the CUSV Portal relevant to the Service and/or access to the CUSV Portal, as well as improper uses causing errors or malfunctions in assigning Codes to the Commercial Content;

d) delays, anomalies, errors, and/or interruptions and/or malfunctions of the Advertisers Portal and/or the CUSV Measurement System and/or the CUSV Portal and/or the Service or unavailability of the Advertisers Portal (preventing, among other things, registration on the CUSV Portal) or the CUSV Portal (preventing, among other things, the uploading of Commercial Content and/or the generation of the Codes) caused by technical issues, including technical inadequacy of the devices used by the Advertiser to connect to the Advertisers Portal and/or the CUSV Portal and/or any actions or faults by Internet and/or connectivity service providers;

e) the content of the Commercial Content uploaded by the Advertiser and/or the Authorized Third Party through the CUSV Portal;

f) suspension or other actions taken by Auditel regarding an Advertiser’s Account for justified reasons.

6.3. Without prejudice to cases of willful misconduct or gross negligence, and any other case where liability cannot be excluded and/or limited under applicable law, Auditel and/or third parties involved in providing the Advertisers Portal and/or the CUSV Measurement System and/or the CUSV Portal and/or the Service shall not be liable in any way for:

a) damage or alterations to the Authorized Parties' devices and/or operating systems and software that may be caused by the use of the Advertisers Portal and/or the CUSV Measurement System and/or the CUSV Portal and/or the Service;

b) any other act or omission not exclusively attributable to Auditel.

6.4. The Advertiser undertakes to indemnify and hold Auditel and/or third parties involved in providing the Advertisers Portal and/or the CUSV Measurement System and/or the CUSV Portal and/or the Service harmless from any claim, request, damage of any kind and/or adverse consequence whatsoever arising from or in any way connected to the foregoing.

6.5. It is understood that in any case Auditel shall not be liable for any delay, anomaly, error and/or interruption and/or malfunction of the Advertisers Portal and/or the CUSV Measurement System and/or the CUSV Portal and/or the Service (preventing, among other things, the uploading of Commercial Content and/or the generation of the Codes) due to force majeure events or otherwise unforeseeable and unexpected events. By way of example and without limitation, force majeure events include: lockouts, strikes, war, acts of terrorism, riots or other military actions, laws and provisions (including regulations and government orders), natural events (including epidemics, pandemics, catastrophes), floods, fires, lightning, explosions, accidents, breakdowns, telephone or power outages, internet network interruptions, malfunctions or overloads of telephone or telematic lines, breakdowns, viruses and cyberattacks, delays or defaults by Auditel’s third-party suppliers or any other event beyond Auditel’s reasonable control.

6.6. These Terms and Conditions do not govern the provision of services other than the CUSV Measurement System by parties other than Auditel (or third parties appointed by it) that may be present on the Advertisers Portal through links, banners, or other hyperlinks, for which Auditel assumes no responsibility, and to which the respective terms of use of each service shall apply exclusively.

7. Personal Data

The personal data of the Authorized Parties will be collected and processed by Auditel in accordance with the Privacy Policy, available here.

8. Breach of Terms and Conditions

In the event of a breach of one or more provisions of these Terms and Conditions, the Privacy Policy, and/or the Cookie Policy, or applicable law by the Advertiser and/or a User, Auditel, without prejudice to any other legal or contractual remedies, may suspend or revoke access to the Advertisers Portal and the CUSV Portal of such Advertiser or User by notifying the Advertiser via email.

9. Governing Law and Dispute Resolution

9.1. These Terms and Conditions are governed by Italian law. Any dispute relating to the application or interpretation of these Terms and Conditions shall be submitted to the exclusive jurisdiction of the Court of Milan.

9.2. Initially, any complaints may be addressed directly to Auditel, in order to assess the possibility of amicable settlement of the dispute, at the following email address: cusv@auditel.it.

10. Miscellaneous

10.1. Auditel reserves the right to amend these Terms and Conditions and the Advertisers Portal at any time, for example to improve the technology used or to implement instructions received from competent authorities. Such amendments will take effect from the date of their publication and will be appropriately advertised within the Advertisers Portal. Authorized Parties are responsible for reviewing any update notices before using the Advertisers Portal. In the case of particularly significant changes and/or those that may significantly impact the functionality of the Advertisers Portal and/or the rights of the Advertiser, Auditel may also communicate them through other means (e.g., via the email address provided during registration to the Advertisers Portal).

10.2. If any provision of these Terms and Conditions is found to be null or ineffective, such nullity or ineffectiveness shall not affect the remaining contractual provisions.

10.3. The failure by Auditel to exercise any right shall not constitute a waiver to take action against the Advertiser and/or the User for breach of obligations arising from acceptance of these Terms and Conditions.