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Agreement for Eyes

GENERAL TERMS AND CONDITIONS BETWEEN BME AND EYE
Version May 27th, 2015

1. DEFINITIONS

The following defined terms shall apply to these general terms and conditions together with any term defined in the body of the general terms and conditions: “Application”: means the software application for smartphone devices named BeMyEye, owned by BeMyEye S.r.l. and available on Apple Inc.’s App Store platform, as well as on Google’s Google Play Store. “BME” or “Company”: means BeMyEye S.r.l., a company duly organised and existing under the laws of Italy, with registered office in Milan, Piazza della Repubblica 32, VAT no. 07493180967. The Company offers to its clients a shop monitoring service that is carried out on the basis of a “crowdsourcing” method. “Contract”: means the agreement entered into between BME and Eye and governed by these general terms and conditions. “Eye”: means the user who, following the procedure of registration made available inside the Application and the acceptance of these Terms and Conditions, is enabled to use the Application in compliance with these Terms and Conditions. “PayPal”: means the electronic payment system that can be reached at the link www.paypal.com. “Services”: means all and any services or provision of labour carried out individually in favour of any business, employer, principal or user, on a non occasional basis, including but not limited to services offered within employment relationships of any kind (including without limitation fixed term, part time, intermittent, apprenticeship), including project-based contracts - and staff leasing . “Occasional Service”: means any self-employment work performance and service supply and/or merely occasional and discontinuous performance, not subordinated to any contract of employment, stability and/or continuity restrictions, and carried out in full technical and organisational autonomy, with the exclusion, in any event, of Services. “Site”: means one of BME web sites: www.bemyeye.com or www.bme.to. “Job”: means the duty assumed by the Eye based on a Job Ask (as defined below), under the forms of an Occasional Service and consisting of the activities described in the Job Ask, such as for example the visit of a said point of sale or place, published in connection to a specific address on the internal map of the Application; “Job Ask”: means a request by BME to accomplish a Job. The Job Ask contains the description of the Job , the address that the Job is to be carried out at, along with a questionnaire to be filled in (such questionnaire might provide questions of a personal kind, such as personal evaluations of products, preferences on the market related to specific merchandise categories, habits related to the use of specific products, preferences and/or appreciation on the use of said products, etc.) and detail the minimum and maximum fee expressed in Credits offered to the Eye that, on a voluntary basis, will make himself available to carry out the Job. The Job Ask shall be published by BME through the Site on its Application on the basis of its Clients’ request. The Application allows an Eye to receive from BME the alert on published Job Asks, fill out those, upload them on the Site and therefore sending them back to BME that, after evaluating them, will make them available to its Clients. “Job Content”: means the data collected by the Eye while carrying out a said Job and may also include images and videos, as well as personal data of the Eye after the filling in of the personality-related questionnaires. “Client”: means BME’s client that requests to the Company an activity (developed on a crowdsourcing basis) that becomes a Job. The Client receives the results of the Job Content by connecting to the Site where it can access those approved by BME. “External Client”: means BME’s client that uses the Site on a self-service basis to autonomously compile the Job Asks and evaluate the Job Contents.

2. SCOPE

2.1 The present Contract governs the contractual relationship between BME and the Eye (hereinafter also, jointly, the “Parties” and, individually, the “Party”) carried out with the use of the Application.

3. USE OF JOB ASK AND JOB CONTENT FUNCTIONS

3.1 The Application allows the Eye to access the Job Ask function, for the purpose of allowing the Eye to earn fees by carrying out, on a voluntary basis, occasional micro-jobs. The following are some non-exhaustive examples of Jobs: the verification of the presence of products or fittings in a said point of sale, the collection of prices, the test on specific products as well as the filling out of a personal evaluation questionnaire. BME publishes on the Application map a number of Job Asks that are not assigned to a particular Eye. The first Eye available that is near to the location of a Job Ask may reserve it and then carry it out, therefore taking it away from the availability to other Eyes. BME will become aware of which Eye effectively carried out the job only after receiving the related Job Content.

3.2.1 The Eye acknowledges that the Job in its entirety (therefore including the Job Ask and Job Content functions) shall be seen as an Occasional Service carried out personally and on a voluntary basis by the Eye. In no event shall the performance of tasks originating from the Job Ask give rise to an employment, self-employment or agency relationship and/or any other form of contractual relationship whether an association, common enterprise, joint venture relationship or similar relationships between the Eye and BME or between the Eye and the Client or between the Eye and the External Client. For the avoidance of doubt, the Eye does not accrue any employment rights pursuant to this agreement. Save as expressly set out in this agreement, the Eye does not have any further right to any payments or benefits on account of the services it performs pursuant to this agreement.In addition to all the foregoing, it remains expressly understood that BME does not carry out any staff leasing, intermediation, research and selection activity or activity supporting professional outplacement, under Italian Legislative Decree 276/2003 and, as a result, the Eye and the External Client are expressly forbidden to offer and/or request Services through the Site. The Eye expressly recognises and acknowledges that, the Site and the Application are not platforms that advertise or offer either employment or the supply of personnel or staff. BME shall in no way be considered liable for any breach of this by the Eye who in the event of such breach shall indemnify BME for any loss BME suffers. 3.2.2 The Eye shall receive, through the Application, a notice relating to Job Asks offered in its geographic area and, on a voluntary basis, may accept to carry out the Job by clicking on a specific button. Each Job Ask will show a minimum and maximum fee expressed in Credits and will be divided into “Tasks”, namely jobs to perform, with each Task showing the number of Credits to be acquired if the Task is performed; the total amount of a Job, expressed in Credits, shall depend on the number of Tasks compiled and accepted by BME and will be variable. As a non-exhaustive example, if a Job Ask requests the Eye to search and photograph 10 products in a supermarket and the Eye finds and photographs only 8 of them, after uploading them onto the Job Content, he/she will only be entitled to the Credits relating to the products found, photographed and accepted by BME. Such mechanism has the purpose of boosting the search of the portrayed objects or the execution of specific jobs (for example, to test some products and fill out questionnaires). After the job is done, the Eye shall send the Job Content, inside the required time frame, so that it can be evaluated by BME or the External Client.

3.2.3 The Eye acknowledges and accepts that: (i) notwithstanding the quality with which the Job Content has been carried out, the variable fee mechanism may produce an income in Credits that is lower than the maximum fee indicated; (ii) the Eye shall be allowed to examine the evaluation of his/her Job Content in a specific section of the Application called “Pocket” that shall show the Job Contents awaiting evaluation, those contested and those accepted with the indication of the Credits earned; (iii) the Job Content may be contested no later than 30 days from the date of its upload through the Application or the Site. BME or the External Client, during the evaluation of the Job Content, may verify, at their sole discretion the incorrect execution of the activity (for example, because it was not carried out in accordance with the specifications of the Job Ask); (iv) the Eye shall not be entitled to any payment or other form of consideration or compensation for any contested Job Content; (v) in any event, no fee shall be paid to the Eye with reference to the Job Content if it has been compiled and/or uploaded to the Site in breach of the provisions of this Agreement and/or the essential specifications of the Job Ask; (vi) whenever an Eye shall fill in a Task in a way which does not adhere to or is not adequate in view of the specifications of the Job Ask , BME reserves the right to contest it to the Eye no later than 30 days from the date of its upload through the Application or the Site. BME may accept or not accept, at its sole discretion, the Task that does not adhere to or is not adequate in view of the specifications of the Job Ask. Wherever BME does not accept a Task or a Job Content, no Credits shall be attributed to the Eye based on the Task or the Job Content that has not been accepted; (vii) while evaluating each Job Content, BME or the External Client (who for the avoidance of doubt will not process any of the Eye’s personal data) shall assign to the Eye a rating, expressed with a number of stars between 1 and 5. The average of the acquired evaluations, “Rating”, shall concur to privilege or penalize the Eye in the possibility of reserving a future Job Ask.

3.2.4 Without prejudice to the provisions of paragraph 8.4 below, BME does not offer the Eye any guarantee as to the actual availability of Job Asks in his/her area.

3.2.5 Consideration due to the Eye by BME for performances carried out by the Eye in the execution of a Job shall be calculated in compliance with the provisions set forth hereafter: when a Job Content is accepted by BME or the External Client, the consideration due to the Eye by BME for activities carried out by the Eye based on a Job shall be calculated based on Credits, acquired with each Job Content approved and as reported in the Pocket. BME shall pay the Eye an amount corresponding to the number of Credits of the approved Job Contents, multiplied by £0.01 (GBP). The Application, shall show the amount due to the Eye subject to the provisions of paragraph 4.7 being met.

4. REGISTRATION, CONSIDERATION, CREDITS AND METHODS OF PAYMENT

4.1 The Eye wishing to use the Application shall have to complete the procedure of registration to the Application, providing in each case a “user name” and a “password” and a valid e-mail address. The Eye shall keep the information about its e-mail address updated in order for the Contract not to be terminated pursuant to the paragraph below.

4.2 The Eye is responsible for the accuracy of the information and personal data provided upon registration. The Eye shall immediately inform BME of any change in the information and personal data provided upon registration or if possible, shall update such information directly, so that such information and personal data is always actual, accurate, complete and true. If false, inaccurate or incomplete information or personal data is provided, or if BME have a justified suspicion that they are then BME shall be entitled to prevent the use of the Application by the Eye.

4.3 The use of the Application is reserved to subjects who are considered of age according to the laws applicable to them, who do not act as a consumer pursuant to the rules in force, and who are subject to the full acceptance of the terms and conditions of this Contract.

4.4 Upon completion of the registration procedure, the Eye shall wait for the Application to be activated by BME, after which he/she will acquire full access to all of the functions of the Application. BME reserves the right to enable the use of the Job Ask function to an Eye according to the actual availability and quantity of Jobs in the Eyes geographic area.

4.5 The Application shall show the Eye, in the section named Pocket, the list of Credits acknowledged to the Eye following the use of the Job Ask function. The Pocket shall list, in particular, the detail of Credits not yet accrued, those rejected because of a dispute on a Job Content or because of a breach of this Contract and, also, the approved Credits.

4.6 The total of approved Credits shall be automatically converted by the Application according to the formula expressed in clause 3.2.5 (total Credits of the approved Job Contents multiplied by £0.01 GBP) and, after statutory deductions have been made, shall show the “Net Fee” that can be collected by the Eye.

4.7 The Eye that does not reside on the Italian territory may collect the Net Fee accrued outside the Italian territory only when the following conditions have been met: a) the Eye has inserted all Payment Details and in particular: name, surname, address, date and place of birth, , PayPal details and telephone number; b) that the Net Fee due is equal or greater than the minimum of GBP £10,00; c) that no less than 14 days have gone by from the last payment received. Whenever an Eye that carries out a Job outside the Italian territory is willing to collect the Net Fee even if conditions set forth in letter (b) and (c) are not met, he/she shall submit a written request to the email address support@bemyeye.com, pointing out his/her will to terminate the Contract.

4.8 The Eye accepts that, until the conditions under paragraph 4.7 above are met, the Net Fee shall not become due and cannot be collected by the Eye; moreover, after 12 months from the latest transaction that generated a fee in favour of the Eye that in the aggregate – together with the other fees previously accrued – remains lower than the minimum established in the Economic Conditions that is GBP £10.00, the Eye’s right to the entire amount of the aforesaid Net Fee shall be considered as forfeited and waived and extinguished, and consequently BME shall write off and reset to zero the relevant credit upon prior notice by e-mail.

4.9 Should the conditions of paragraph 4.7 be met (and subject to the provisions of paragraph 4.8 above), the Net Fee shall become due and may therefore be collected by the Eye; as a result, the Application shall enable the Eye to ask BME to send the Net Fee to the PayPal account indicated by the Eye inside the Application. BME, upon receipt of such instruction of payment, shall transfer the funds to the PayPal account within ten working days from the instruction. After having made the payment, BME shall send a confirmation to the Eye by email.

4.10 The Eye delegates to BME the task of drawing up, on its account, the supporting debit note for the fees (hereinafter “Debit Note”). Such Debit Note, which shall indicate the texts to which the Eye has given its consent within the Pocket, shall be sent to the Eye by email together with the confirmation of payment.

4.11 By February 28th of each year, BME shall send by email a declaration concerning fees paid in the previous tax period.

4.14 BME does not issue electronic money and does not provide payment services pursuant to the rules in force, availing itself for such purpose of services provided by authorised operators pursuant to such rules (PayPal).

4.15 The Eye is responsible for the accuracy of the information under provided under paragraph 4.7, above and shall immediately inform BME of any change in the aforesaid information or, if possible shall update the information directly, so that such information is always current, accurate, complete and true. In the case that any false, inaccurate or incomplete information or personal data is provided, or should BME have a justified suspicion that it is, BME shall be entitled to suspend payment of the consideration until accurate information has been provided.

4.16 The Eye acknowledges and accepts that expenses relating to the commission for the transfer of funds required by PayPal shall be borne by the Eye.

4.17 Any rights to offset, in whole or in part, the amounts relating to the consideration due to the Eye are expressly excluded. The Eye is further prohibited from assigning any credit to third parties in whole or in part, also through factoring, forfeiting, bank discount transactions or otherwise.

5. ACCEPTANCE, TERM AND AMENDMENTS

5.1 The Eye has to: (i) read carefully the present general terms and conditions, the modifications that BME shall insert to the present general terms and conditions, any other applicable special terms and conditions, the Privacy Information and any other terms and conditions of the Contract published on the Site from time to time, including those that can be viewed during the registration process, on its smartphone device on a specific page of the Application; and (ii) accept such terms and conditions by clicking in the specific box marked with the wording “I agree”.

5.2 This Contract takes effect from the date on which the Eye completes the registration process and shall remain effective for an indefinite term unless it is terminated by BME or the Eye, or if BME or the Eye exercise the right to withdraw pursuant to this Contract.

5.3 The Eye expressly authorizes BME to send this Contract to his/her own e-mail address, provided upon registration, even through specific links to the relevant pages of the Site, including the relevant general terms and conditions, any particular condition and all the relevant applicable amendments from time to time, as well as all notices related to the execution of this Contract.

5.4 BME reserves the right to make, at its sole discretion and at any time, unilateral amendments to any, general or particular, term or condition of this Contract (the ”Amendments”), with an advance notice of fifteen days or with such greater notice as set out in any applicable law, by means of notice on the Site and/or by email, should the Amendments be necessary to adapt this Contract to include mandatory provisions of law, supervening technical or organisational requirements of BME or to implement other protection measures aimed at the greater protection of BME or the greater security of the Application with respect to abuses by the Eye, customers or third parties.

5.5 The Amendments shall enter into force and become effective for the Eye starting from their publication on the Site, upon prior notice to the Eye through specific communication sent by BME to the email address provided by the Eye itself or through any different technical method as available.

5.6 The continuation of use of the Application and of the related functions at any time following the entry into force of the Amendments pursuant to paragraph 5.5 above shall represent acceptance of those by the Eye.

5.7 The Eye is entitled to withdraw from this Contract by giving notice thereof to BME pursuant to this Contract within fifteen days of the entry into force of the Amendments. Should BME request that any Amendment be accepted by the Eye in writing, or equivalent form pursuant to the law, or in any other form, this Contract shall be considered as legally terminated with effect from the entry into force of the Amendments if the Eye, before such time limit or within the different term required by BME, has not accepted such Amendments in the required form. Following the entry into force of the Amendments, the Eye shall be entitled to verify the applicable text of this Contract on the relevant web page of the Site.

6. SUPPLY OF THE FUNCTIONS OF THE APPLICATION

6.1 BME makes the Application and all the related functions available on the terms set forth by this Contract.

6.2 BME may, without undertaking any liability for any reason towards the Eye or third parties: a) amend the specifications of the Application, after having given notice thereof to the Eye; b) suspend the access of the use of the Application for technical reasons such as repairs, maintenance, improvements, or for emergency reasons; c) give the Eye the instructions that it deems necessary for reasons of integrity, security or quality of any Application offered by BME to the Eye or third parties.

6.3 The Eye must have a smartphone device suitable to use the Application, “suitable” meaning that the same is provided with the most recent version of the operating system, without prejudice in any event to the provisions of paragraph 10.4(d). The smartphone device shall have to be connected and used according to the instructions and security procedures of such device. The Eye is aware that the use of certain functions of the Application implies a mobile broadband connection and, therefore, if the Eye wishes to use it through its carrier data system, he will be charged accordingly based on the applicable costs, without any right of reimbursement whatsoever against the Company.

6.4 The Eye is liable for his/her actions or omissions and is liable for any failure to observe the general terms and conditions of this Contract, including the instructions given by BME pursuant to paragraph 6.2 letter c).

6.5 BME reserves the right to periodically change the Application by adding, removing or amending one or more of its parts or functions as it deems appropriate and does not warrant one or more elements of the Application to be and/or remain available and accessible at all times. Unless otherwise expressly agreed, the introduction of any variation to the Application that makes them usable in a way different than their actual form, as well as the offer of new services, shall be governed by this Contract and by the Amendments communicated from time to time, if any.

6.6 The Eye acknowledges and accepts that the Application and the related functions are provided “as is” and “as available” from time to time and that, therefore BME has no liability as to the accuracy, permanence, cancellation, non-delivery or recording of the contents or of any communication or customisation of the Eye, as well as to the malfunctioning of the same.

6.7 BME reserves the right to suspend, amend, disconnect or terminate, at its own discretion, any function of the Application, in whole or in part, with a five-day notice or with the greater notice provided for by the provisions of law applicable from time to time, through a notice on the Site and/or on the Application, without prejudice to the right of withdrawal by the Eye pursuant to article 12 below. The Eye agrees that BME shall in no way be held liable towards the Eye or towards third parties for the amendment, suspension, disconnection or termination pursuant to this paragraph.

7. SECURITY

7.1 The Eye is responsible for the security and proper use of the user name and password that allow the access to the Application (including the change of user name and password) and must adopt all necessary measures to assure that the same be properly used and that user name and password are kept secret and not disclosed to any unauthorised person.

7.2 The Eye is responsible for any activity that is carried out by means of its account and is liable for any damages that may arise from the improper use of its access data by third parties.

7.3 The Eye must immediately inform BME if there are reasons to deem that its own user name and/or password have become, or are likely to become, known to third parties other than the Eye or if it is likely that they have been used without authorisation.

7.4 If the Eye forgets or loses its user name and password, it must contact BME at the email address support@bemyeye.com and carry out the security controls provided for by BME.

7.5 BME reserves the right to suspend the user name and password to access the Application, if it deems that the same are being used, or are likely to be used, without authorisation. Similarly BME may suspend user name and password in case of breach of the provisions contained in the Contract by the Eye.

8. USE OF THE APPLICATION

8.1. The Application is exclusively provided for the Eye’s personal use. The Eye cannot propose, subcontract, resell or try to resell the activities of a Job Ask or the filling out of a Job Content to any third party, nor use the Application in order to carry out business or for professional or commercial purposes, including the publication, promotion, placement or any other form of trading of goods and services, without the prior written consent of BME.

8.2 The Eye is forbidden to disseminate, even only in part, a Job Ask or a Job Content. The Application may only be used for the purposes contained in this Contract and in compliance with it.

8.3 The Eye shall not exploit or use the Application or any content deriving from it in a way that can cause damage or prejudice to general or economic interests as well as the image of a Client, of BME, of other Eyes, or of an External Client or other third parties.

8.4 BME does not provide any guarantee that the Application meets the requisites, quality or results expected by the Eye, or that it functions uninterrupted, compliant with the specifications or free from errors.

8.5 BME does not undertake any liability for the accuracy of any personal data, information, or other contents uploaded through a Job Content. The Eye is the sole and exclusive responsible party for any content uploaded or sent through the Application.

8.6 The Eye acknowledges and agrees that all contents privately transmitted through the Application fall within the sole and exclusive liability of the persons from whom such contents come. The Eye undertakes, therefore, to evaluate and bear all risks associated with the use of such contents.

8.7 The Eye agrees that BME is entitled to store the contents coming from the Eye and to disclose them to third parties to fulfil obligations of law or to observe orders from public authorities, including judicial authority, or to reply to charges according to which such contents breach third parties’ rights, or to protect BME’s rights, the Client’s rights or other Eyes’ rights pursuant to the law and in compliance with this Contract.

8.8 External Clients may provide links to other sites or resources on the web. The Eye acknowledges and agrees that BME may in no way be held directly or indirectly liable for the content of such sites or resources and, therefore, for any damage suffered by the Eye in relation to the same.

8.9 The Application and the Site must not be used by the Eye in such a way as to breach: a) the terms of any legislation, instruction, directive, provisions of law or regulations issued by any competent authority and applicable to the Eye; or b) any instruction given by BME pursuant to paragraph 6.2, letter c) above.

8.10 The Application and the Site must be used in full compliance of correctness and good faith standards, that also apply to this Contract. For all of the above, the Eye must not use the Application and/or the Site: 1. to gather information or other contents without having the rights by law or other contracts (for example, information that are confidential by law of by will of the parties); 2. to cause trouble, inconvenience or harassment to the place where a Job is carried out, or to disseminate false news and/or information; 3. to send, disseminate, upload, download, or release or exchange in any other way, wilfully or culpably, any material that contain viruses or other codes, files or program able to destroy, interrupt or limit the functioning of the Application or the Site; 4. to perform spamming, phishing, and similar activities towards the Site; 5. to falsify its identity or in anyway show to third parties facts that are not true, by way of example introducing itself as a representative of BME or otherwise lying as to its relationship with third parties; 6. to gather or store personal information or anyway process personal data of third parties in breach of the provisions of law; 7. to carry out reverse engineering, including decompilation and decrypting activity and any other activity or attempt to modify or in any event intervene on the graphic, internal logic, structure, functioning (including algorithms and source codes) of the Application, as well as on any other software or element provided by BME that is functional for the use of the Application; 8. to attempt to obtain unauthorised accesses to the Site, or resources associated to the Site, or to obtain services or information unintentionally made available by BME in or through the Site; 9. to access, acquire, copy or monitor any part of the Site or of the Application through techniques such as deep-linking and data scraping, unless in the cases previously authorised and established by BME and it being understood that such activities shall have to be carried out in compliance with this Contract, as well as through spiders or other automated devices, programmes, methods or algorithms, or similar or equivalent manual processes; 10. to commit actions prohibited pursuant to any law applicable from time to time; 11. to offer and/or demand Services.

8.11 BME does not exercise any prior control or, subsequently, any supervisory activity on Job Ask requested by External Clients. Without prejudice to the foregoing, BME reserves the right to remove from the Site, without any prior notice, any Job Ask and/or Job Content, or any other content that has been published that it knows or reasonably believes represents or may represent a breach of this Contract, of provisions of law or any third party rights or in the cases in which BME deems in good faith, at its sole discretion, that such information or contents represents a breach of this Contract or of the law or that the rejection or removal of such information or contents is anyway necessary to: (i) comply with provisions of law or orders of public authorities in compliance with provisions of law; (ii) prevent or stop any breach of this Contract or laws or to enforce its rights pursuant to this Contract or to protect itself from third party claims for breaches of their rights; (iii) protect BME or third parties’ rights. Based on all of the above, BME shall not be liable for any illicit content, or any content that may violate any applicable laws or third party rights.

8.12 BME shall be further entitled to insert its trademark, trade name, logo, ideogram, or other distinctive sign having as its subject-matter BME as well as to insert advertising banners, hyperlinks or other advertising forms at its sole discretion within each web page inside the Site or in the content originating from the use of the Application.

8.13 The Eye shall keep BME indemnified from any claim or legal action started or threatened against BME by third parties as a result of a breach of this article 8 as well as in breach of any other provisions of this Contract. BME shall inform the Eye of any such claim or action and shall keep the Eye informed as to the progresses of such claims or actions.

8.14 Upon the compiling of a Job Content the Eye shall have to declare, by clicking on a specific button, to have acted and to have realised such contents in full compliance with the provisions under this article 8 and in compliance with the provisions of the Contract.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Industrial and intellectual property rights (including exploitation rights and know-how) relating to the Application and all of its functions are and remain the property of BME or of its authorised licensees.

9.2 BME grants the Eye a free of charge, temporary and revocable at any time, non-exclusive, personal and non-transferrable licence for the use of the Application and all of its related functions.

9.3 The Eye is expressly forbidden to copy, modify, create pieces of work or works deriving from or based on the content of the Application and all of its related functions.

9.4 The Eye does not acquire any proprietary rights to any intellectual property that may be created or derive from performing a Job in accordance with the Contract.

10. LIMITATION OF LIABILITY

10.1 BME shall not be liable towards the Eye, for any liability whether arising in contract or tort (including negligence); 10.2 BME shall not be liable for any direct or indirect loss of profits, loss of business, loss of goodwill, , or for any consequential damage or loss, including any data destruction. Nothing in this Contract excludes BME’s liability for fraud or gross negligence or for any other liability that cannot be excluded pursuant to the applicable law.

10.3 BME has no liability for any loss or claim in connection with the precision, completeness or eligibility for any purpose of any content of the Site or the Application.

10.4 BME shall not be liable to the Eye in respect of any claim, losses or damages whether arising in contract or tort (including negligence, but excluding the cases of wilful misconduct or gross negligence) or for any other reason for actions or omissions of other suppliers of telecommunications or Internet services or for defects or faults attributable to their systems (e.g. loss of connection).

10.5 BME shall not be liable towards the Eye for any loss or damage that the Eye itself may suffer, directly or indirectly, following: a) any amendments that BME may make to the Application or the Site for technical, commercial or organization requirements, or for any (temporary or permanent) interruption of the availability of the Application or of the Site; b) the failure to send true and correct information and personal data by the Eye during the registration process, including information relevant for tax purposes; c) non-fulfilment of the Eye’s obligations pursuant to article 7; d) an updating of the operating system of the smartphone used by the Eye for which BME has not yet updated the Application in order to make it compatible with the new operating system; e) the temporary interruption of third-party services required to use the Application (for example, but not limited to, any of BME’s server malfunctioning).

11. FORCE MAJEURE

11.1 If one of the Parties is not able to observe the commitments undertaken with this Contract for facts that are beyond its control or in any event not attributable to the same, such as, by way of example only, lightning, floods, exceptional weather conditions, fires, explosions, wars, civil disorders, strikes (even if not involving its own employees) or actions of local or central government or other competent authorities or events that are beyond the control of its suppliers, such Party shall not be liable towards the other Party for the non-fulfilment.

12. WITHDRAWAL

12.1 Each Party may withdraw from the Contract at any time, giving a five-day advanced notice thereof to the other Party in compliance with the provisions of article 17 below.

12.2 The withdrawal under this article 12 does not prejudice previously acquired rights and does not exclude any liability previously undertaken pursuant to the Contract.

13. NON-FULFILMENT

13.1 BME may terminate this Contract and cease the provision of the Application should the Eye: a) commit a breach of this Contract that may be remedied and does not remedy within the period of time indicated by means of written warning; b) commit a substantial breach of this Contract that may not be remedied; c) commit repeated breaches of the provisions set out by this Contract; d) falsely states anything during the course of a Job; e) during the course of a Job, behaves itself in a way that disturbs or harasses third parties on the place where the Job itself is carried out; f) be declared bankrupt.

13.2 If the Eye, or anyone using its access credentials, does not fulfil the obligations undertaken pursuant paragraphs 4.1, 4.2, 4.3, 4.15, 7, 8.1, 8.2, 8.3, 8.9, 8.10 and 8.13, BME shall be entitled to declare the Contract terminated.

13.3 The Eye agrees that BME shall be entitled to suspend, in whole or in part, the access to the Application, besides paragraph 13.1 above, without prejudice at all to its right to terminate the Contract, even in the event such suspension is anyway necessary to: (i) comply with provisions of law or orders of public authorities in compliance with provisions of law; (ii) prevent or stop any breach of this Contract or of law or to enforce its rights pursuant to this Contract or to protect itself from third parties’ charges maintaining breaches of their rights; (iii) protect BME rights or third parties’ rights.

14. PROCESSING OF PERSONAL DATA

BME declares that the personal data provided by the Eye during the registration process or in any other moment during the use of the Application shall be processed according to the indications contained in the Information to Data Subjects in compliance with Italian Legislative Decree n. 196/03 and the Data Protection Act 1998 whenever the latter might become applicable.

15. CONFIDENTIALITY

15.1 The Eye accepts that a filled-in Job Content and any information or data related to a Client or an External Client that may become known to the Eye while carrying out a Job Ask or other activity connected to the Site or the Application shall have to be considered as “Confidential Information”.

15.2 Except for disclosure obligations imposed by the law, regulations or any other provisions adopted by any competent authority, the Eye undertakes to: (i) keep strictly confidential and secret all Confidential Information and not to disclose, in whole or in part, their content to any third party; (ii) treat the Confidential Information with the same degree of diligence that the Eye uses to treat its own information; (iii) not to use and/or acquire the Confidential Information unless insofar as strictly necessary for the use of the functions of the Application and, in general, for the proper fulfilment of the obligations undertaken by the Eye pursuant to this Contract; (iv) not to make copies of any document relating to or containing Confidential Information; (v) not to use the Confidential Information in a way that is prejudicial for BME, the Client or the External Client.

16. PROHIBITION OF ASSIGNMENT

16.1 The Eye may not assign or transfer, in whole or in part, any right or obligation provided by this Contract.

17. NOTICES

Notices and communications made pursuant to this Contract shall have to be in writing and transmitted by e mail as follows: a) to BME: to the e-mail address support@bemyeye.com or to any other address that BME notifies to the Eye; b) to the Eye: to the e-mail address communicated by the Eye to BME upon registration.

18. AUTONOMY OF THE PARTIES

BME, the Eye and the External Client act in full autonomy and independence. The provisions of this Contract shall not give rise to any agency, association, long-term contract, intermediary or employment relationships.

19. LAW

This Contract is governed by the n laws of England and Wales.

20. COMPETENT COURT

Any dispute that may arise in the interpretation or performance of this Agreement shall be exclusively submitted to the courts of England and Wales.

21. MINIMUM CONDITIONS GOVERNING THE RELATIONSHIP WITH APPLE INC. AND GOOGLE INC.

21.1 This Contract is entered into exclusively between BME and the Eye and does not commit in any way Apple Inc. (hereinafter “Apple”) or Google Inc. (hereinafter “Google”) that limit themselves to make the Application available on their respective AppStore and Google Play Store platform.

21.2 The Eye acknowledges and accepts that Apple and Google shall have no obligation to provide assistance and maintenance services with reference to the Application.

21.3 The Eye acknowledges and accepts that in case of non-compliance of the Application, Apple or Google shall have no warranty obligation or compensation obligation for any claim, loss, liability, damage cost or expenses arising out of the non-compliance of the Application.

21.4 BME and the Eye acknowledge that in case third parties claim that the Application or the possession and use of the Application by the Eye represents a breach of intellectual and industrial property rights, Apple or Google shall have no liability.

21.5 In accordance with the legal compliance provisions provided for by Apple and Google, the Eye represents and warrants: (i) not to be in a Country subject to embargo by the Government of the United States or that has been included by the Government of the Unites States in the list of Countries supporting terrorism; and (ii) not to be included in the list of subjects to whom access to the United States is prohibited or limited.