1. Conditions of Access to the CUSV Portal

• 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 number 02-5829861, with a fully paid-up share capital of Euro 300,000, e-mail address auditel@auditel.it (“Auditel”), is a Joint Industry Committee (JIC) that carries out audience measurement activities for television and digital content broadcast in Italy, through the use of specific technologies and know-how. Auditel’s activity is subject to supervision and control by the Italian Communications Authority (AGCOM), which, as provided for by Law No. 249/1997, carries out various activities aimed at supervising audience and dissemination indexes of the various communication media.

• In the context of the above-mentioned activities and in order to make the process of measuring the actual viewing of television and digital advertising content more accurate, Auditel is developing a project, better described in section 3, aimed at distinguishing and identifying advertising formats in the "commercial/adv" category (“Commercial Content”), by creating unique codes that, when associated with each Commercial Content uploaded to the Commercial Content Library (as defined below) through a portal accessible at the following linkhttps://cusv.auditel.it/ (“CUSV Portal”), allow identification and harmonization of classifications (“Auditel Service”), upon registration pursuant to section 2 of these terms and conditions of access and use of the CUSV Portal and access to the project (“Terms and Conditions”) and compliance with all provisions herein. For the best implementation of the aforementioned project, Auditel has initiated a beta testing phase (“Beta Phase”) addressed and reserved exclusively for companies and commercial operators operating in the Italian market (“Advertisers”). To join the Auditel Service (including during the current Beta Phase), Advertisers must first register on the Advertiser Portal (accessible by clicking here).

• Access to the CUSV Portal by Advertisers and/or Authorized Third Parties (as defined below) during the Beta Phase is free of charge but subject to the successful completion of the registration procedure set out in section 2 below and acceptance of the Terms and Conditions. Internet access and a suitable connection are required to access the CUSV Portal and use the Auditel Service; all technical access conditions and modalities (including, for example, any restrictions on the uploading and/or downloading of certain content and/or formats), as well as connection costs, are governed by the agreement with the network provider used by the Advertiser, Authorized Third Parties, and/or Users (as defined below).

• Advertisers, Users, and Authorized Third Parties (as defined below) are required to carefully read the Terms and Conditions – which Auditel makes available on the CUSV Portal and which may be stored and reproduced for internal use, without prejudice to the provisions of 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 undertake to comply with the ethical-behavioral principles mentioned therein, including pursuant to Article 1381 of the Civil Code.

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

• In the case of terms defined in the singular, the definition shall be deemed to extend to the same term in the plural and vice versa.

2. Registration to the CUSV Portal

 

• Also in accordance with the Privacy Policy (available by clicking here), in order to upload Commercial Content, the Advertiser or the third party authorized for this purpose by the Advertiser (“Authorized Third Party”) must first complete registration to the CUSV Portal. The Authorized Third Party may not upload an Advertiser's Commercial Content to the CUSV Portal without appropriate prior authorization from the same. Auditel shall not be held liable in any way for the uploading of Commercial Content to the CUSV Portal without the Advertiser's authorization; the Authorized Third Party shall indemnify Auditel from any liability, action, or claim arising therefrom.

• For registration to the CUSV Portal, the employee or collaborator appointed and authorized by the Advertiser or Authorized Third Party (“User”) must (i) submit a specific request on the CUSV Portal, correctly completing all fields and providing all required information for the Advertiser and/or Authorized Third Party and the information requested in each registration step, including name, e-mail address, and the contact details of the Advertiser’s or Authorized Third Party’s company representative; (ii) indicate at least one Advertiser for whom the Authorized Third Party intends to upload Commercial Content on the CUSV Portal, providing the name and e-mail address of an internal contact person, whom Auditel may contact at its discretion; and (iii) accept the Terms and Conditions of the CUSV Portal and declare that they have reviewed the Privacy Policy and Cookie Policy.

• The company representative of the Advertiser or Authorized Third Party will be informed via e-mail of the User's registration request on behalf of the Advertiser or Authorized Third Party. The approval of such registration request – and thus the acceptance of the Terms and Conditions and acknowledgment of the Privacy Policy and Cookie Policy – must be communicated by the Advertiser’s representative to Auditel by sending an e-mail to cusv@auditel.it and will be an essential and necessary condition for completing the registration procedure.

Following receipt by Auditel of the Advertiser’s or Authorized Third Party’s representative approval under the above conditions, provided the registration procedure has been properly completed by the User (including the accuracy and completeness of the data provided) and the Advertiser or Authorized Third Party meets the requirements set out on the CUSV Portal, the Advertiser’s or Authorized Third Party’s representative will receive confirmation of the completed registration via e-mail. In any case, Auditel reserves the right to request confirmation from the Advertiser and/or Authorized Third Party regarding the data provided by the User during registration and to reject the registration request or prevent access to the CUSV Portal and/or the Auditel Service at any time, if there are doubts about the identity of the Advertiser and/or Authorized Third Party and/or User and/or compliance with the requirements listed on the CUSV Portal, including in the Terms and Conditions.

• Once Auditel has accepted the Advertiser's or Authorized Third Party's registration request via the User, the Advertiser or Authorized Third Party will be able to create their Account by providing any additional required data and information on the CUSV Portal. Auditel will then provide the User with the login credentials to the Advertiser's or Authorized Third Party's CUSV Portal account, including a randomly generated password. The Advertiser, Authorized Third Party, and User acknowledge that the existence of an employment or collaboration relationship between the User and the Advertiser or Authorized Third Party at the time of registration – and its continuation while the User accesses and uses the CUSV Portal – is an essential condition for such access. The Advertiser or Authorized Third Party must inform Auditel via e-mail in the event of termination of said relationship for any reason. Upon receiving notice of such events from the Advertiser or Authorized Third Party, Auditel will deactivate the User’s credentials. No notice will be sent by Auditel to Users following cancellation.

• During the completion of the fields in the steps outlined on the CUSV Portal for creating the Account, mandatory fields are marked with an asterisk (*). Failure to provide the mandatory data will result in the inability to complete registration to the CUSV Portal and to access the Auditel Service.

• Regarding the data provided, each Advertiser, User, and/or Authorized Third Party guarantees their accuracy, truthfulness, completeness, and, in the event of changes, their prompt update by sending an e-mail to cusv@auditel.it. The access credentials to the CUSV Portal are personal and must be kept strictly confidential and used only by the person who requested and was assigned them. The password must be periodically updated in accordance with the instructions provided by Auditel. After entering all required data and information for registration, Advertisers and/or Authorized Third Parties will be required to accept the Terms and Conditions, acknowledge the Privacy Policy and the Cookie Policy; such acceptance is an essential condition for completing the registration and accessing the CUSV Portal by Advertisers and Authorized Third Parties.

• It will be the exclusive responsibility of each Advertiser, User, and/or Authorized Third Party to update the data and information entered on the CUSV Portal relevant to accessing the CUSV Portal and providing the Auditel Service.

• The Advertiser or the Authorized Third Party may request at any time the deletion of their registration from the CUSV Portal by sending an email to cusv@auditel.it. Auditel will proceed with the deletion of the account and the related Account, including the deletion of all Users linked to the deleted Account, and will confirm the deletion via email to the corporate contact of the Advertiser or Authorized Third Party. Deletion of the Account will not result in the deletion of the content uploaded through that Account, which will be kept according to the provisions in the subsequent point 3, nor will it affect the Advertiser's subscription to the Auditel Service.

3. Beta Service available through the CUSV Portal

• Through the CUSV Portal, Auditel will make the Auditel Service in Beta available to Advertisers. The Advertiser, either directly or through Authorized Third Parties registered on the CUSV Portal, may upload Commercial Content related to their products and/or services to the CUSV Portal. For this purpose, the Commercial Content must meet the following technical requirements: (i) audio-video content; (ii) size less than 380Mb; and any other requirement that may be communicated later by Auditel; it will also not be possible to upload other elements (e.g. static images). Upon uploading Commercial Content, the entry of some mandatory data, marked with an asterisk (*), will be required to allow Auditel to have the minimum necessary information to identify the Commercial Content, including: Advertiser name, trade name, and the brand/identifying sign of the advertised product/service, and a description of the content of the Commercial Content suitable for identifying it.

• The Advertiser or Authorized Third Party will have access to the list of Commercial Content uploaded to the CUSV Portal (but not the content itself), available in the "Archive" section of the CUSV Portal. The Commercial Content uploaded will be stored by Auditel for a period not exceeding 5 (five) years from the date of upload to the CUSV Portal.

• Once the Commercial Content has been correctly uploaded to the CUSV Portal, the system will automatically create a unique and unmodifiable code associated with each Commercial Content ("CUSV", and Spot Video Unique Code), which will also be generated in an encrypted form ("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 Authorized Third Party and associated with the Commercial Content each time it is broadcasted and distributed on any distribution medium. Therefore, in the case of broadcasting and distributing identical Commercial Content through different distribution methods (e.g., via linear and non-linear audiovisual media services across different distribution channels), the User is required to upload the Commercial Content only once so that the CUSV Portal generates a single CUSV/Tracking Code. It is understood that in the case of multiple uploads of the same Commercial Content that will be distributed through different distribution methods, Auditel does not guarantee the reconciliation of the data concerning the same Commercial Content.

• The Auditel Service does not allow tracking of the Commercial Content and its related views without the correct and continuous association by the Advertiser or Authorized Third Party (and their collaborators, suppliers, or third parties) of the Tracking Code to the related Commercial Content, in each phase and method of its distribution and diffusion.

• The Advertiser and Authorized Third Parties undertake to correctly upload, or ensure that Users correctly upload, complete and accurate Commercial Content and acknowledge and agree that they are the sole responsible parties for the Commercial Content uploaded by Users and for any and all consequences of such upload on the CUSV Portal. Auditel shall not be held responsible in any way if the Commercial Content uploaded to the CUSV Portal contains (a) elements that may be deemed defamatory, offensive, obscene, violating privacy and/or third-party proprietary rights (including, by way of example, third-party intellectual and/or industrial property rights), in violation of laws or regulations or the provisions of the IAP Code of Self-Regulation of Commercial Communication, or otherwise illegal; (b) viruses or harmful codes that may disable, overload, or prevent the proper functioning or interface of the Auditel Service and the CUSV Portal. Auditel is expressly indemnified by the Advertiser or Authorized Third Party for any damage, claim, action, obligation for compensation and/or sanctions arising from and/or related in any way to any third party claim regarding the Commercial Content uploaded to the CUSV Portal and, consequently, for any damages Auditel may be ordered to pay (including legal costs).

• The Advertiser and/or Authorized Third Party, and their Users, who upload Commercial Content to the CUSV Portal, must be diligent in verifying that the upload has been successful. Once a Commercial Content has been uploaded to the CUSV Portal, the User, Advertiser, or Authorized Third Party will no longer be able to delete it; however, the Commercial Content may be re-uploaded and associated with new Codes. It will be the responsibility of the Advertiser or Authorized Third Party to use the Codes associated with the correctly uploaded Commercial Content.

• In case of technical issues in using the CUSV Portal and/or the Auditel Service, the Advertiser or Authorized Third Party can contact Auditel by sending an email to cusv@auditel.it, describing the issue in as much detail as possible and indicating the urgency of the request. Auditel, possibly through persons appointed by it, will promptly act to resolve the issue, following the timelines and procedures indicated at the link Technical Support.

4. Confidentiality

• The Advertiser, the User, and the Authorized Third Party (collectively, the "Authorized Parties") acknowledge and agree that in the context of the Auditel Service and through the CUSV Portal, they may become aware of confidential information belonging to Auditel, including information and data related to Auditel's know-how and/or industrial secrets, such as technical, production, financial, commercial, marketing, proprietary, or otherwise lawfully held by Auditel, including presentations, documentation, data collected, processed, materials that contain or reflect Confidential Information regarding the tracking project for Commercial Content and the Auditel Service) ("Confidential Information"). Each Authorized Party undertakes to maintain the highest level of confidentiality regarding the Confidential Information they access through the CUSV Portal or in the context of the Auditel Service and to use it exclusively within the limits and for the specific purposes for which such Confidential Information was made available and/or provided to them, excluding any other and different purpose. The Authorized Party who uses and/or discloses all or part of the Confidential Information will be responsible to Auditel for such use and/or disclosure, as well as for any use not in accordance with the Terms and Conditions.

• To ensure the security and proper use of Confidential Information, each Authorized Party must take the necessary technical measures to ensure that only the Authorized Party has access to the Confidential Information and that no unauthorized use is made or any other use differing from the purposes for which the Confidential Information was made available, according to the Terms and Conditions.

• In case of unauthorized access, use, improper appropriation, or any other unauthorized use or disclosure of the Confidential Information, the Authorized Party undertakes to promptly inform Auditel in writing and to provide Auditel with all necessary assistance to stop the unauthorized disclosure and/or use of the Confidential Information.

• Each Authorized Party expressly agrees and acknowledges that the confidentiality obligations set forth in the Terms and Conditions will remain in effect as long as the Confidential Information remains confidential, i.e., until it becomes public knowledge, even after the Authorized Party has ceased any access to the CUSV Portal and/or contractual relationship with Auditel.

5. Auditel’s Ownership Rights

• The Codes are the exclusive property of Auditel; they may only be used by Advertisers and Authorized Third Parties in conjunction with the Commercial Content to which they were associated by the system following upload to the CUSV Portal and solely for the purpose of tracking the Commercial Content and its related views by its recipients through the Auditel Service for Advertisers.

• It is and will remain the exclusive ownership of Auditel (or its successors or licensees) any and all intellectual and/or industrial property rights related to the Auditel Service, the CUSV Portal, and/or parts thereof (including, by way of example, software, algorithms, graphics, design, registered and unregistered trademarks, other distinguishing marks, patents for inventions, utility models, copyright and related rights, know-how, and any other intellectual or industrial property rights), as well as the Library of Commercial Content (collectively referred to as "Auditel's Intellectual Property"). The "Library of Commercial Content" refers to the database created by Auditel, containing all the identifying information of the Commercial Content uploaded to the CUSV Portal by Advertisers and/or Authorized Third Parties, harmonized, organized, and classified by Auditel according to categories defined by Auditel or third parties.

• Access to the Auditel Service and the CUSV Portal, as well as the Terms and Conditions, shall not be interpreted as a license granted by Auditel to the Authorized Parties to any intellectual property rights of Auditel, including Auditel’s know-how, the Library of Commercial Content, or any other right of any kind to which Auditel is the owner and/or holder. The reproduction, modification, distribution, translation (including into other programming languages), adaptation, transformation, downloading, modification, or reverse engineering of Auditel's Intellectual Property, the Codes, and/or the CUSV Portal in any part thereof is expressly prohibited.

6. Liability Limitations

• The Authorized Parties acknowledge that the Auditel Service, which is delivered with the help of third parties, including technical and commercial partners, is in a Beta Phase; therefore, it is possible that the Auditel Service may experience service interruptions and malfunctions beyond Auditel’s control. All content on the CUSV Portal, including the Auditel 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 provision of the Auditel Service, including updates, accuracy, reliability, and/or functioning of the Auditel Service and/or the CUSV Portal and their content. Furthermore, Auditel does not guarantee that access to the CUSV Portal and the uploading of Commercial Content will always be continuously available, as there may be temporary upload unavailability; if such unavailability is due to scheduled maintenance, Auditel will make reasonable efforts to notify the Advertiser. In any case, Auditel and/or third parties involved in providing the CUSV Portal and/or the Auditel Service will not be held responsible to the Advertiser for temporary unavailability of the CUSV Portal, uploading of Content, and/or the Auditel Service.

• Auditel and/or third parties involved in providing the CUSV Portal and/or the Auditel Service will not be responsible for any damage, financial or otherwise, claims, or actions from third parties that arise directly or indirectly, and/or are in any way connected to:

1. the violation by the Advertiser and/or the User and/or the Authorized Third Party of the registration and access rules to the CUSV Portal and/or the retention of registration credentials, including the password;
2. the failure to notify by the Advertiser or the Authorized Third Party of the termination of the employment relationship with the User;
3. the improper use of the CUSV Portal and/or its Auditel Service, including in particular the improper use made in violation of these Terms and Conditions and/or legal provisions, or the uploading of incomplete and/or incorrect data and/or the failure to update any information or data entered in the CUSV Portal relevant for the provision of the Auditel Service and/or access to the CUSV Portal, as well as incorrect uses that cause errors or malfunctions in attributing Codes to Commercial Content;
4. delays, anomalies, errors and/or interruptions and/or malfunctions of the CUSV Portal and/or the Auditel Service or unavailability of the CUSV Portal (which prevent, among other things, the uploading of Commercial Content and/or the related generation of codes) caused by technical problems, including the technical unsuitability of the devices used by the Advertiser to connect to the CUSV Portal and/or by the acts or omissions of connectivity and/or internet access service providers;
5. the content of the Commercial Content uploaded by the Advertiser under the previous paragraph 4;
6. suspension or other measures taken by Auditel in relation to the Account of an Advertiser or Authorized Third Party for justified reasons.

Except in cases of fraud or gross negligence, and any other case where Auditel's liability cannot be declined and/or limited under applicable law, Auditel and/or third parties involved in the provision of the CUSV Portal and/or the Service shall not be liable in any way for:

1. damage or alterations to the device and/or operating systems and programs of the Authorized Parties caused by the use of the CUSV Portal and/or the Auditel Service;
2. any other act or omission not exclusively attributable to Auditel.

The Advertiser agrees to indemnify and hold Auditel and/or third parties involved in the provision of the CUSV Portal and/or the Auditel Service harmless from any dispute, claim, and damage of any nature and/or prejudicial consequences in general, arising from or in any way connected to the above.

• It is understood that Auditel, in any case, will not be liable for any delay, anomaly, error, and/or interruption and/or malfunction of the CUSV Portal and/or Auditel Service (which prevent, among other things, the uploading of Commercial Content and/or the related generation of Codes) due to force majeure events or, in any case, unforeseen and unpredictable events. By way of example and without any limiting intent, force majeure events include: strikes, war, acts of terrorism, uprisings or other military actions, laws and provisions (including regulations and government orders), natural events (including epidemics, pandemics, disasters), floods, fires, lightning, explosions, accidents, failures, interruptions to telephone or electrical lines, internet network interruptions, malfunctions or overloads of telephone or telematic lines, failures, viruses, and cyber-attacks, delays or defaults by Auditel’s third-party suppliers, or any other event outside of Auditel's reasonable control. In particular, Auditel will not be responsible for any delays or suspensions regarding the Auditel Service, including access to the CUSV Portal, when such delays are due to regulatory measures related to the ongoing Covid-19 epidemic (or a related virus) containment situation.

• These Terms and Conditions do not govern the provision of services other than the Auditel Service by entities other than Auditel (or third parties appointed by it) that are present on the CUSV Portal via links, banners, or other hyperlinks. Regarding such third-party additional services, Auditel assumes no responsibility, and reference should be made exclusively to the individual terms of use of each service.

7. Personal Data

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

8. Violations of the Terms and Conditions

In case of violation of one or more provisions of these Terms and Conditions, the Privacy Policy and/or Cookie Policy, or applicable regulations by the Advertiser, a User, or an Authorized Third Party, Auditel, without prejudice to any other remedy provided by law or these Terms and Conditions, may suspend or cancel access to the CUSV Portal of such Advertiser, User, or Authorized Third Party, notifying the Advertiser and/or Authorized Third Party via email; in the event that the violation of one or more provisions of these Terms and Conditions, the Privacy Policy and/or Cookie Policy, or applicable regulations occurs by an Advertiser or an Authorized Third Party, Auditel shall have the right, depending on the case, to suspend or cancel access to the CUSV Portal for all Users linked to the Advertiser or Authorized Third Party, who will be notified by email and may write to cusv@auditel.it to receive clarifications.

9. Applicable Law and Dispute Resolution

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

• In the first instance, any complaints may be directly addressed to Auditel, in order to evaluate the possibility of an amicable resolution of the dispute, at the following email address: cusv@auditel.it.

 

9. Miscellaneous

• Auditel reserves the right to make changes to these Terms and Conditions, the CUSV Portal, and/or the Service at any time, for example to improve the technology used or to implement recommendations received from the competent authorities, which will take effect from the date of their publication, with appropriate publicity on the CUSV Portal. Authorized Parties are responsible for consulting any notices of changes before using the CUSV Portal and/or the Auditel Service. In case of particularly significant changes and/or those likely to have a major impact on the functionality of the CUSV Portal and/or the rights of the Advertiser, Auditel may communicate them via a different method (e.g., via the email address provided during registration to the CUSV Portal).

• If any clause of these Terms and Conditions is found to be null or ineffective, the nullity or ineffectiveness will not extend to the remaining contractual provisions.

• The failure to exercise a right by Auditel does not constitute a waiver of action against the Advertiser and/or the User or Authorized Third Parties for the violation of obligations assumed by accepting these Terms and Conditions.