ITA | ENG

GENERAL CONTRACT CONDITIONS

WWW.YOUNGDIGITALS.COM

Young Digitals Spa, with head office in Padua, via Fornace Morandi 24 (VAT n. 04481910281) (hereinafter “YD”) provides the services related to its business in accordance with these General Conditions.

1 - Introduction 1.1 YD is a company operating in the field of advertising and marketing in the digital sector, the work of which is substantially and among other things, the conception, creation, planning and creation of communication projects, consultation in matters of marketing, the creation of web sites and all other consulting activities related to the aforesaid areas for its clients (hereinafter “Clients”).

1.2 These General Conditions regulate the activities of YD together with the requirements of the Privacy Policy, of the Disclaimer Copyright, of the General Conditions of Use of the site which can be accessed at the internet address www.youngdigitals.com, of the Client NDA, of the Disclaimer Cookie and in the single assignments conferred from time to time (hereinafter “Assignment / Assignments”), documents which are all referred to in their entirety and which represent an essential and inseparable part of these General Conditions.

1.3 The existence of any general conditions drafted by the Client for his business, any clauses of amendment and/or any type of derogation and/or different clause in contrast with these General Conditions unilaterally drafted by the Client and/or included in the Assignment proposal and/or any other document or communication sent by one of the parties to the other party will not be applicable unless expressly accepted in writing by YD.

2 - Subject of the Services 2.1 The services of YD governed by these General Conditions are those specifically detailed in the single Assignments agreed with the Clients.

2.2 Where possible, the above activities are carried out directly by the staff of YD. It is understood that the Client henceforth authorises all types of cooperation with parties extraneous to and independent from YD, in other words at the absolute discretion of the latter. The costs of the sub-supply are understood as included in the payment agreed with the Client.

3 - Stipulation of the Contract 3.1 The Contract between YD and the Client is understood as stipulated when YD receives the Service Assignment duly completed.

3.2 These General Conditions will regulate relations between YD and the Client and, pursuant to section 1341 of the civil code, they shall be taken as acknowledged in their entirety by the Client and referred to at the time of determining each of the Assignments entrusted to YD, regardless of the form and instrument used by the parties for its negotiation and successive formalising.

3.3 The terms established for carrying out the activities required by the Assignment must in any case be considered as procedural and elastic and can never be considered as peremptory or essential, not even in the presence of expressions to this effect contained in the Assignment.

4 - Limitations of Responsibility and Nature of the Assignment 4.1 In consideration of its commercial policy, YD reserves the right to decline orders which do not conform to its commercial policy and internal code of ethics.

4.2 Unless established otherwise, the obligations of YD are to be taken as obligations regarding means and not results, and therefore constrain YD exclusively to the respect of professional diligence standards, regardless of the Client’s attainment of a specific utility.

4.3 Whenever YD is required to fulfil a contractual obligation in relation to the Assignment, the Client will be required to examine its content and possibly request its amendment. YD will not proceed with any publication until the Client confirms the content.

5 - Obligations of the Client

5.1 The Client henceforth guarantees that the object of the activities commissioned from YD will not violate in any way directly or indirectly any rights of third parties and will concern legitimate activities related to rights that the Client is freely and legitimately entitled to. Under no circumstances will YD be held responsible for any violations, damage, harassment and/or other harm to third parties on account of the object of the services requested and commissioned by the Clients, who also release and hold YD indemnified against any kind of burden that may arise due to the violations described above.

5.2 The Client undertakes to cooperate actively with YD, providing the latter and its employees with the necessary technical and logistic support, legitimate veracious correct information and documents which are functional for the best performance in regard to the Assignment. YD will not answer for damage arising from Assignments carried out with missing information or on the basis of information and/or materials which are incorrect or not legally utilisable.

5.3 The Client shall appoint an internal manager designated to liaise with YD. The staff indicated by the Client as the project contact person is henceforth understood to be delegated by the Client and conferred with all decisional powers.

5.4 The information, resources and services requested by YD from the Client must be provided promptly and in any case within the terms indicated. In the event of failure to adhere to the terms, or malfunctions or other factors that could limit the availability of the broadcasting, multi-media, hardware or software resources already supplied to the Client. YD will not be responsible for any consequent non-fulfilment or delays. In this case the Parties undertake to agree a new work plan.

6 - Term and Withdrawal

6.1 The Contract is intended as fixed-term for the period indicated in the Assignment. Early withdrawal by the Client is expressly excluded.

6.2 If the Client should intend to cease using the services requested from YD before the expiry, the same will be required in any case to pay the amount agreed for the entire supply without exception.

6.3 Any change in the professional activities of the Client and/or any other technical/practical aspect that may lead to a change in the contract conditions and/or an increased economic burden for YD will entitle YD to withdraw unilaterally from the Assignment, without prejudice to the Client’s obligation to pay the sums owed for the activities completed up to that time in addition to reimbursement for expenses.

6.4 Without prejudice to the provisions of the previous point, if substantial changes to technical/practical aspects should be made in relation to the Assignment which are not attributable to YD, any delays in the schedule established by the parties for carrying out the Assignment may not, in any case, be considered by the Client as grounds for a request to withdraw from an Assignment, nor can it entitle the Client to any kind of penalty and/or compensation of any kind.

7 - Payment, variation and interest on arrears

7.1 The Client will pay YD the amount indicated in the Assignment.

7.2 The Client will likewise be required to pay any increases due to modifications or additions requested by the same during the contractual relationship and in any case necessary for variations made which do not depend on YD.

7.3 The Client is required to pay the price agreed in the Assignments punctually in accordance with the final due dates established therein and failure to pay will result, after notice issued by YD, in termination of the Assignment in accordance with and for the effects of section 1456 of the civil code, entitling YD to request and obtain the amount of payment agreed for the entire supply of the service in addition to interest on arrears calculated according to the provisions of Legislative Decree 231/2002.

7.4 In any case YD may refrain from carrying out any activity until payment of the amount due, increased by interest on arrears and no claim for compensation may be advanced by the Client.

8 - “Solve et Repete” Clause

8.1 YD is entitled to the benefit of a clause limiting the admissibility of exceptions pursuant to section 1462 of the Italian civil code, for which reason under no circumstances can the Client raise objections, make exceptions, protest delays, faults or defects in the supply or make requests for compensation without first having completely fulfilled contractual obligations and therefore having paid the entire contract amount.

9 - Prohibition of employing staff

9.1 In consideration of the investments for employing and training staff in view of the fulfilment of the the Client is absolutely prohibited from employing or entering labour relations, directly or indirectly, with the staff of YD for a period of 12 (twelve) months from the termination date of the Contract.

9.2 In the event of violation, the Client will be required to pay YD, by way of penalty, compensation amounting to 48 times the last monthly payment made by YD to the worker employed by the Client, in addition to compensation for greater damage.

10 - Intellectual Property

10.1 The rights over intellectual property on the content produced or broadcast by YD (independently or jointly with the Client) and not supplied by the Client will be the exclusive property of the Client who may exploit it exclusively through the social networks of the Client and in any case only using broadcasting media for which the content was produced. 10.2 YD is authorised to include the name of the Client in presentations, promotional material, official institutional communications and to use the name of the Client as a reference in communications with other clients or suppliers.

11 - Applicable law and language

11.1 For anything not expressly covered, this Contract is understood as governed only by Italian law.

11.2 The Client, regardless of nationality, declares to know the Italian language. All communications in relation to the Assignment conferred on YD by the Client, including civil proceedings documents, any will be in Italian.

12 - Court of jurisdiction

12.1 Any dispute that might arise in relation to the fulfilment, interpretation, validity or in any way connected with this Contract is referred to the jurisdiction of the Italian judicial authorities and for the information of the judge competent for the amount at the Court of Padua, with express exclusion reciprocally accepted of other courts, but without prejudice to the right of YD to appeal the judicial authority with jurisdiction for the territory depending on the head office of the Client.

13 - Final Provisions

13.1 These General Conditions are modified from time to time and in some cases due to changes in legislation. The new General Conditions will be effective from the date of publication on youngdigitals.com.

13.2 These General Conditions abrogate and substitute any previous agreement, whether written or verbal, entered by the Parties and will prevail, in the event of contradiction or discordance, over any other agreement entered by the Parties. 13.3 Omission on the part of YD to protest any violation of this Contract or to take action to obtain compliance with any provisions of the Contract at any time or for any period will not constitute a waiver of such provision or relinquishment or the rights or actions to which YD is entitled nor will it constitute consent to amendment of the Contract. 13.4 If any condition, agreement or provision contained in these General Conditions should be invalid or illegal, this does not invalidate or nullify the other remaining provisions of the same.

13.5 Any communication connected with these General Conditions or the individual Assignment must be sent to the official addresses of the Parties by registered mail with proof of receipt or email