Legal Notice: Launchmetrics Spotlight General Terms of Use


This Agreement was last modified on August 12, 2022


1 - Overview

Welcome to Launchmetrics Spotlight, the platform that provides companies access to the largest visual bank in the Fashion, Luxury and Beauty industry.


This page explains the terms by which You may use any aspect of the Launchmetrics Spotlight Site as operated by the Launchmetrics Group.


By accessing or using Launchmetrics Spotlight, You signify that You have read, understood, and agree to be bound by - on your behalf or the behalf of a company, organization, or other entity for which You are an authorized representative: (1) the present General Terms of Use (the “General Terms”) and (2) to the collection and use of your information as set forth in the Launchmetrics Spotlight’s Privacy Policy (collectively the “Terms”). 


Any further terms and conditions shall be specified automatically by the Site through specific messages during use thereof by the User. We reserve the right to make unilateral modifications to these Terms and will provide notice of these changes as described below. These Terms apply to all visitors, users, and others who access Launchmetrics Spotlight (“Users”, “You” or “your”). 


If You have signed an agreement with a Launchmetrics entity for Launchmetrics Spotlight (Online T&Cs of sale available here (the “T&Cs”)) or other services (the “Agreement”), these Terms shall coexist with, and shall not supersede, the terms and conditions of such Agreement. To the extent that the provisions of these Terms conflict with some provisions of the Agreement, the conflicting provisions in the Agreement shall govern.


These General Terms shall not alter the terms and conditions of any other license contracts the User may have with the Launchmetrics Group (including with IMAXtree) or its branches and affiliates, before or after acceptance of these conditions. The terms of any license contract agreed separately between the User and Launchmetrics shall take precedence in the event of any conflict with these General Terms.


These General Terms give You specific legal rights, and You may also have other legal rights in addition, which vary from jurisdiction to jurisdiction. The exclusions, and limitations of liability under these Terms will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions may not apply to You.


For information regarding the provision of any special license conditions, different to those established in these General Terms, the User may contact Launchmetrics by e-mail at: legal@launchmetrics.com.


2 - Definitions

Use of the Site


The Site may be used exclusively for professional purposes. The use of most Content is subject to payment of a specific license. Further information can be found in articles 8 and 9 of the T&Cs. Users acting on behalf of a company/association/organisation/body are required to create an Account on the Site indicating the name, address, telephone number and e-mail address of the company/association/organisation/body for which the Account is opened in the specific fields dedicated to the holder of the Account. To confirm the creation of an Account, the User must explicitly accept the General Terms indicated on the Site by ticking the box at the foot of the registration form.


Following registration, these General Terms shall be applicable to the aforementioned Users, as well as to the company/association/organisation/body on behalf of which the User created an Account, and assignees thereof. Users creating an Account on behalf of a company/association/organisation/body shall further declare and confirm, under their own civil and criminal liability, to be authorised to accept these General Terms on behalf of the company/association/organisation/body.


Users creating an Account on behalf of a company/association/organisation/body shall be considered jointly liable with the company/association/organisation/body for any use of the site considered improper, damaging or simply in conflict with these General Terms of Use .


In the event of any dispute, the burden of proof of the User’s absence of authorisation shall lie with the company/association/organisation/body on behalf of which the User requested the Account.


Registration on the Site and management of Account


With regard to the use of the Site, the User agrees to:


  1. a) provide precise, updated and complete information
  2. b) in the event the registration data and/or data of the contact person provided should change, the User undertakes to promptly request, by mail to spotlight@launchmetrics.com, that the necessary changes be made by the staff of the Site
  3. c) manage the security of their password and access data
  4. d) inform Launchmetrics immediately of any unauthorised use of their Account or other breach of security they become aware of
  5. e) accept full responsibility for all activities conducted through their Account
  6. f) accept all risks of unauthorised access to their registration data and any other information provided by/to Launchmetrics, provided the latter takes all reasonable precautions to prevent such events.

In the event of default on any of the above obligations and those regarding improper use as established in the articles that follow, Launchmetrics reserves the right to suspend the Account of the User or to prevent access to and use of the Site by the User, without prior notice and for a period of time at the absolute discretion of Launchmetrics, or likewise, to definitively close the Account of the User and deny any future access to the Site.


Launchmetrics further reserves the right to take legal action against the User for any consequent damages.


Improper use of the Site


The User undertakes not to use the Site in any manner considered improper.


The User, by way of example but not limited to, undertakes not:


  1. a) to permit access to their Account by any third party;
  2. b) to sell or transfer their Account to any third party, whether physical person or juridical entity;
  3. c) to use the Site in a manner that conflicts with these General Terms and/or the applicable law;
  4. d) to upload any file to the Site that contains viruses, worms, Trojan horses or other code or malware damaging or destructive for the Site and/or any of its Users;
  5. e) to attempt to access the Account of another User, whether physical or legal person, or to interfere in the use of the Site by said person without due authorisation;
  6. f) to provide false or misleading information (i.e., names, e-mail or URL addresses) in their Account for use of the Site;
  7. g) to download, copy or forward, whether entirely or in part, the Site, Launchmetrics Images, Images, Videos or Content without or in breach of a license or any written contracts with Launchmetrics or any third parties;
  8. h) to sell, grant on license, lease or market the Site or its Content including but not limited to Launchmetrics Images and any other Images in any way without the authorisation of Launchmetrics or any other relevant third parties and make any false representation as to the creator of the Content;
  9. i) to use the Site, the Images, Launchmetrics Images or any other Content other than for the purposes for which they have been created. Unauthorised use of the Site may also infringe on applicable legislation, including, but not limited to laws on copyright, trademark, privacy and personal information, in addition to rules and regulations applicable to communications.

Launchmetrics reserves the right to modify, update or suspend the services of the Site, whether entirely or in part, without prior notice to the User.


Launchmetrics further reserves the right to take legal action against the User for any improper use described above.


Downloading of Content


Downloading Content shall in no case imply the transfer of ownership or copyright thereof to the User, but merely the attribution by Launchmetrics and its legitimate licensors, when applicable, of rights to display, save on device or publish the Content.


Said rights shall be non-exclusive, non-transferrable and limited by these General Terms, and shall be revocable in the event the User should infringe on the provisions of these General Terms.


Therefore, any Content included but not limited to the Images downloaded from the Site shall remain the exclusive property of Launchmetrics or its licensors, or any other third parties owning the right in the Content and protected by Italian and international law.


As a result of the above, the User shall not be authorised to use, copy, publish, exhibit or create images or other works containing Content downloaded from the Site in any manner other than that explicitly authorised by these General Terms of Use. The User shall not remove any watermarks or copyright notices contained in any Content.


The Owner reserves the right to cancel or remove any Content uploaded to the Site that infringes on any provision of these General Terms, without prior notice to the User.


Use of the Content


The Content published on the Site shall be available for Editorial Use, without the need for any further authorisation.


Advertising and other commercial/promotional uses shall not be considered as Editorial Use.


For any use of the Content for non-editorial purposes (for example, but not limited to: promotional or commercial use, marketing and e-commerce) Launchmetrics may grant only the rights of the photographer/video operator to the Content. The obligation to obtain the necessary authorisations from any other assignee of rights (for example, but not limited to: the model or any other persons shown in the images) prior to the use of the Content shall remain the responsibility of the User.


In any case it is absolutely forbidden to use any Content in a manner which may:


  1. a) be defamatory or obscene;
  2. b) infringe on Launchmetrics or any third-party intellectual property rights;
  3. c) infringe on privacy and publicity;
  4. d) infringe of third-party Image rights;
  5. e) infringe on any of the rights protected under Italian law and/or applicable laws and regulations;
  6. f) The use of any Content produced at “fashion shows” shall also be subject to any constraints or limitations imposed by the individual stylists involved and by the National Chamber of Italian Fashion or any other relevant organizations.

In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, Launchmetrics may at its sole discretion limit access to the Site or a specific and/or terminate the Account of any User who infringe any intellectual property rights of others, whether or not there is any repeat infringement. Notification of such infringement must be submitted at legal@launchmetrics.com or at: Copyright Legal – 115 E 23rd Street, Floor 4, Suite 420, New York, NY 10010, USA.


Content License Price and Service Fee


The price of the license to use the Content (when applicable) depends on the specified type of use, the dimensions of the published images, the duration of use, the geographical area of publication, the corresponding industrial sector and the media on which the Content is published. The User may also be charged a service fee depending on the Site use. Such a fee will be detailed in the invoice shared by Launchmetrics. The price of the license to use the Content shall always be agreed between the User and Launchmetrics of the Site before the User is granted authorisation to use the Content, regardless of the specific type of use.


The opening of an Account to the User to permit access to and browsing the Site shall not, in itself, constitute authorisation to use the Content.


No authorisation to use the Content shall be granted to the User before agreeing the license price or the service fee (as applicable), with the sole exception of the following cases:


Purchase of Content licence


With the exception of cases contemplated by articles 8, 10 and 11 of the T&Cs, any download of Content from the Site shall be considered a purchase of Content by the User, regardless of the effective and consequent use of the Content by the User.


In the absence of a specific licence contract between the User and ILaunchmetrics, the price of such purchases shall be:


Trial Account


Upon request, Launchmetrics may provide Users with access to the Content published on the Site by issuing a temporary or Trial Account (hereinafter referred to as “Trial Account”). A Trial Account may be opened exclusively for the purpose of browsing the Content present in the Site archives, without authorisation to download or use the Content itself. Upon expiry of the trial period, if no further agreement has been reached between the User and Launchmetrics with regard to the purchase of a license and/or acceptance of the licence price proposed by Launchmetrics, the latter reserves the right to disable access to the Site by suspending the Trial Account.


In the event that, notwithstanding explicit prohibition as above, the User should download and/or use the Content of the Site using the Trial Account, the list price shall be automatically applied as established under article 9 of the T&Cs.


Download of Content for internal use solely for layouts/drafts


Users with a Definitive Account or Trial Account shall be authorised to download Content from the Site free of charge exclusively if the Content is protected by watermark and for the sole purpose of internal use for layouts and drafts.


No other free use of the Content present on the Site shall be authorised, save the provisions of subsequent article 12 of the T&Cs.


Downloading or embedding Content published in the Free Content section of the Site


Only the Content published in the Free Content section of the Site is available for free download, embedding or publication.


This licence-free licence shall be issued by Launchmetrics to the User exclusively for the purposes and within the limits established under article 6 of the T&Cs.


Use of Site Content obtained outside the Site in violation of or without licence


No use of the Site Content is authorised, for any purpose on any medium (including social media) if obtained, by any means, without the appropriate license or in violation of these General Terms and/or outside the Site.


Launchmetrics reserves the right to take legal action against any persons who should use, publish or permit publication or who should fail to establish the necessary security measures to prevent unauthorised use of the Content in violation of the above provisions, and to claim compensation for any consequent damages.


Penalties


In all cases of use of the Content by the User in violation of the provisions of these General Terms, the latter shall pay the Owner of the Site, by way of compensation, a sum equal to the highest price on the Launchmetrics price list usually charged for the specific use of Content in the User location and for the type of media on which the Content was illegitimately used.


All rights to claim further damages reserved. 


Links


Launchmetrics makes no declaration, nor provides guarantees nor accepts any responsibility, whether direct or indirect, for the quality, content or reliability of any third-party website accessible via links on the Site, or third-party websites that contain links to the Site. Launchmetrics has no control over these sites and therefore shall accept no responsibility for the content thereof or any link contained in a connected Site, nor any changes, alterations or updates to such sites.


The User is invited to read the applicable terms and policies of any websites they access via the Site, including those on privacy and personal information. The User hereby accepts that Launchmetrics shall not be held liable for any loss, damage or incident of any kind consequent to accessing said websites. 


Widget


If the function is enabled, the User may embed some of the Content of the Site in another website, blog or social media platform, using the Widget. Not all Site Content may be embedded, and its availability is subject to change without notice. Launchmetrics reserves the right, at its discretion, to remove Content of the Site from the Widget. In such cases, upon request of Launchmetrics, the User agrees to promptly suspend use of the Widget and/or Site Content.


The Users who have purchased a specific license from Launchmetrics in accordance with these General Terms may use the embedded Content of the Site for editorial purposes (or for events worthy of note or of public interest) without the need for any further authorisation.


For commercial use, such as in advertising, promotions or merchandising, refer to the provisions of article 7 of the T&Cs.


Embedded Site Content may not be used:


  1. a) in breach of any of the indicated limitations;
  2. b) for defamatory, pornographic or otherwise illegal purposes;
  3. c) outside the context of the Widget.

Launchmetrics or third parties acting in the name thereof may gather information on the use of the Widget and embedded Site Content, and the User hereby authorises said data collection without any form of remuneration, save in the case of specific agreements contemplating remuneration of the User.


Launchmetrics reserves the right to insert advertising in the Widget or otherwise monetise use thereof without offering any compensation to the User, save in the case of specific agreements contemplating remuneration of the User. 


Trademarks.


The trademarks, logos, and service marks (collectively the “Trademarks”) displayed on the Website are registered and unregistered Trademarks of Launchmetrics and/or its affiliates in the United States and other countries.


The text, User interfaces, visual interfaces, Trademarks, computer code (collectively the “Arrangement”) including but not limited to the design, structure, selection, coordination, expression, and "look and feel" of such Arrangement, contained on the Site is owned, controlled or licensed by or to Launchmetrics and may not be used by the User without explicit authorisation by Launchmetrics. it is explicitly forbidden to frame, embed or deep-link any of the pages present on the Site. 


Indemnification


Users agree to indemnify, defend and hold harmless Launchmetrics, its subsidiaries, the Launchmetrics Group and/or affiliates, licensors, employees and agents from and against any claims, costs, expenses, demands, causes of action, losses or liability (including reasonable attorneys’ fees and disbursements) arising out of : (i) the use of and access to the Site and related services, including any Images or Content transmitted or received by the User; (ii) the violation of any term of these General Terms, including without limitation the User breach of any of the representations and warranties above; (iii) the violation of any third-party rights, including without limitation any right of privacy or Intellectual Property Rights; (iv) the violation of any applicable law, rule or regulation; (v) any other party’s access and use of the Site with your unique username, password or other appropriate security code. 


Warranties and Disclaimer


The Site, including without limitation the Widget and the Launchmetrics Images and the Content are provided on an “as is” and “as available” basis. The Use of the Site is at Users’ own risk. to the maximum extent permitted by applicable law, the Site is provided without warranties of any kind, whether express or implied, in fact or by law or arising by reason of custom or usage in the trade or by course of dealing, including, but not limited to, representations, obligations and warranties of satisfactory quality, merchantability, fitness for a particular purpose, non-infringement and title, and those arising from a course of dealing or usage of trade with respect to the Service. Launchmetrics makes no representation or warranty as to the accuracy, timeliness, quality, completeness, suitability or reliability of the Launchmetrics Spotlight (or any part thereof) or the data accessed on or through the Site. Launchmetrics does not guarantee uninterrupted, secure or error-free operation of the Site. No information obtained from Launchmetrics or through the Site, whether oral or written, shall create any warranty. Launchmetrics does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Site or any hyperlinked website or service, andLaunchmetrics will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.


Federal law, some states, provinces and other jurisdictions do not allow exclusions and limitations of certain implied warranties, so some of the above limitations may not apply to the User. 


Limitation of Liability


To the maximum extent permitted by applicable law, in no event shall Launchmetrics, its affiliates, subsidiaries, agents, directors, employees, suppliers or licensors or the Launchmetrics Group be liable for the following, regardless of the theory of liability or whether relating to or arising out of these General Terms, any other agreement, the Site or otherwise, even if a party has been advised of the possibility of such damages: (i) indirect, incidental, special, punitive or consequential damages, (ii) damages for loss of business, goodwill, anticipated sales or savings, profits, data, business interruption, loss of business information or any other pecuniary losses, that result from the use of, or inability to use, the services and the Site.


Under no circumstances will Launchmetrics be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the service or your account or the information contained therein. to the maximum extent permitted by applicable law, Launchmetrics assumes no liability or responsibility for:


  1. a) any errors, mistakes, or inaccuracies or omissions in any of the Content or for any loss or damage incurred as a result of the use of any Content published, emailed, transmitted, or otherwise made available through the Site;
  2. b) any malfunctions of the Site or related services, caused by technical problems on machines and/or devices, servers, routers, telephone line and/or data cables and application of their own or of third parties;
  3. c) loss of data, accidental diffusion of data, even if personal or sensitive, and any other form of damage due computer piracy or attack by thieves, hacker, crackers or virus;
  4. d) disservices, interruption of services and/or damages attributable to force majeure such as but not limited to accident, fire, explosion, strike, lock-in, earthquake, natural disaster, flood, insurrection, acts of computer piracy and other events unforeseeable or due to force majeure which should impede, whether entirely or in part, the provision of the services of the Site in the agreed manner and times;
  5. e) malfunctions of the Site or services due to non-conformity and/or obsolescence of the equipment used by the User.
  6. f) personal injury or property damage, of any nature whatsoever, resulting from User access to or use of our Site.

The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. Nothing in these General Terms removes or limits Launchmetrics’ liability for fraud, fraudulent misrepresentation, death, or personal injury caused by its negligence, and, if required by applicable law, gross negligence. Some countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to You. the disclaimers, exclusions, and limitations of liability under these General Terms will not apply to the extent prohibited by applicable law. 


Privacy and cookie policy


Launchmetrics processes and uses personal information and User data to deliver, analyze, support and improve the Site and as otherwise permitted in these Terms and in accordance with the provisions of the privacy policy.


Applicable law and jurisdiction


Unless otherwise indicated in your Agreement or unless your Agreement is with one of our European affiliate companies, these Terms shall be governed by the laws of the State of New York, without reference to conflict of laws principles. Any dispute or difference shall be finally resolved before a single arbitrator in accordance with the Rules of the American Arbitration Association, in the State, New York County and City New York. The award of the arbitrator shall include a written explanation of his decision and be limited to remedies otherwise available under these Terms and shall be binding upon the Parties and enforceable in any court of competent jurisdiction. Otherwise You hereby expressly agree to submit to the exclusive personal jurisdiction of the jurisdiction indicated in the Agreement for the purpose of resolving any dispute relating to these Terms or access to or use of Launchmetrics Spotlight by You.


No Class Actions.


You may only resolve disputes with us on an individual basis, and You may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.


Assignment. 


These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Launchmetrics without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.


Notification Procedures and Changes to the Terms. 


Launchmetrics may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to You via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Launchmetrics in our sole discretion. Launchmetrics reserves the right to determine the form and means of providing notifications to our Users, provided that You may opt out of certain means of notification as described in these Terms. Launchmetrics is not responsible for any automatic filtering You or your network provider may apply to email notifications we send to the email address You provide us. Launchmetrics may, in its sole discretion, modify or update these Terms from time to time, and so You should review this page periodically. When we change the Terms in a material manner, we will update the ‘last modified’ date at the bottom of this page. Your continued use of the Launchmetrics Cloud including Launchmetrics Spotlight after any such change constitutes your acceptance of the new Terms. If You do not agree to any of these terms or any future Terms, we advise not to use or access (or continue to access) the Launchmetrics Cloud including Launchmetrics Spotlight.


Force Majeure.


Except for payment obligations, neither Party will be responsible for failure of performance due to an event beyond the an affected Party’s reasonable control, including acts of God, acts or regulation of government or any government agency, severe weather events, fire, natural disasters, pandemics or epidemics, civil unrest, acts of terror, strikes or other labor problems not involving an affected Party’s employees, computer or telecommunications failures or delays involving hardware or software not within such affected Party’s possession or reasonable control, failure of any internet service provider, and network intrusions or denial of service attacks, in so far as such an event prevents or delays the affected Party from fulfilling its obligations and such party is not able to prevent or remove the Force Majeure at reasonable cost.


General.


No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Launchmetrics’ failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. These Terms, together with any amendments and any additional agreements You may enter into with Launchmetrics in connection with Launchmetrics Spotlight or the Launchmetrics Cloud, shall constitute the entire agreement between You and Launchmetrics concerning the Launchmetrics Spotlight and other Launchmetrics services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. These General Terms shall not be interpreted or construed to confer any rights or remedies on any third parties. In the event of the invalidity and/or lack of effect, whether entirely or in part, of any provision of these General Terms, the provision concerned shall be considered as deleted or limited, without affecting the validity of all remaining provisions. 


Contacts


Please contact us at legal@launchmetrics.com with any questions regarding these Terms.


English Version


These General Terms were originally written in English. The English version of the General Terms will be the version used when interpreting or construing the General Terms except where prohibited by applicable law.