LICENCE AGREEMENT

Foreword

YLIWAY.COM, ("YLIWAY") is a web platform operated by YLIWAY IRELAND LTD, having its registered office at 3RD FLOOR, THE BOATHOUSE, BISHOP STREET, Dublin 8, Ireland, D08 H01F, (hereinafter "YIL, consisting of a website and mobile app ("Platform") which was created with the aim of helping users to grow professionally and increase business opportunities.

The platform offers social features, e-learning functionality, video conferencing and messaging systems, and advanced features to foster professional development, recruitment, professional relationships and business growth. (all together 'Services').

In this Licence Agreement the terms "we" and "us" mean YIL while "you", "your" and "your" means the person (if registering or using a Service as an individual) or the company the person works for and represents (if registering or using a Service on behalf of a company).

Acceptance of the Licence Agreement and the Privacy Policy are required to use the YLIWAY services. Your use of the platform following registration constitutes your acceptance of this Licence Agreement, the Privacy Policy, the Cookie Policy, the Content Policy, and the Brand Policy. Please read the Policies mentioned in the Agreements & Policies section of the User Account.

Licence

YLIWAY grants you, subject to the terms and conditions set forth herein, a personal, non-exclusive, non-transferable licence to use YLIWAY and a limited, non-exclusive, non-transferable sub-licence to access, view and enjoy content such as, but not limited to Online Courses, Training Rooms, Coaching Rooms, Webinars, Masterclasses, Business Network Rooms, Events, Circles, Topics and Squads (all together "Content") created, promoted and marketed on the Platform by individuals, professionals, companies, teachers and/or public learning institutions (all together "Creators"). These contents can be accessed for free or for a fee.

Registration

To use the Services offered by YLIWAY, you must have a User Account ("Account"). The Account can be activated by accessing https://www.yliway.com where you can register via e-mail and password or via SSO (e.g. registration via Facebook, Google or other platforms). In order to start using the Services, you must complete the registration process by providing all the required information marked with an asterisk. In order to speed up the registration process, additional mandatory information may be requested at a later date. For example, the tax data required by YIL to issue invoices or some additional data, including but not limited to the data required to apply for a job offer. Mandatory information includes certain biographical information including, but not limited to, your first and last name, the picture to be associated with your profile, your e-mail address, your current job position and a brief description of your professional profile. Where such information is not provided correctly, YIL may at any time suspend or cease to provide any or all of the Services at its sole discretion and without notice.

You must be at least 16 years old to create an account with YLIWAY and to use its Services.

Unless otherwise specified in this Agreement, all licences granted to you are personal to you and you may not assign, grant for a fee, or grant any privilege or other right relating to the licence or otherwise transfer or sublicense the licensed rights without YIL's prior written consent.

Account login credentials

After approval of your Account opening request, YIL will send you the OTP to confirm your registration by email, after you have entered it you will be able to access the Dashboard. We advise you to keep your credentials in a safe place because you are responsible for all activities associated with your Account. Your User Account credentials should therefore not be shared with third parties. YIL does not intervene in disputes involving Users who have shared their Account login credentials. If you learn that other people are using your Account without your permission, or if you suspect that a security breach has occurred, you must change your credentials immediately.

Service Specifications

Services purchasable by the user

Through YLIWAY, the User may purchase the following services:

Online courses, courses that can be structured in chapters by covering individual topics via video lectures, T Rooms, training material, tests and quizzes. By purchasing an online course, the user acquires all the training content of the course including the training rooms if provided in the course;
Training rooms, i.e., synchronous lessons on specific skills or topics delivered online at specific dates and times, with a minimum and maximum number of participants, and the user can register for free or by paying a purchase value expressed in credits ("Price") indicated by the Creator during the upload process;
Coaching rooms, i.e. group or 1to1 coaching sessions delivered online at specific dates and times, with a minimum and maximum number of participants, and the user can register for free or by paying a purchase value expressed in credits ("Price") indicated by the Creator during the upload process;
Webinar, i.e., an online seminar on specific skills or topics delivered online at specific dates and times, with a minimum and maximum number of participants and the user can register for free or by paying a purchase value expressed in credits ("Price") indicated by the Creator during the upload process;
Masterclasses, i.e., a lecture given by one or more experts on a particular discipline delivered online at specific dates and times, with a minimum and maximum number of participants, and the user may register free of charge or by payment of a purchase value expressed in credits ("Price") indicated by the Creator during the upload process;
Business Network Rooms can be delivered online at specific dates and times, with a minimum and maximum number of participants, and the user can register for free or by paying a purchase value expressed in credits ("Price") indicated by the Creator during the upload process;
Events, i.e. highly interactive events, often aim to create an experience as similar as possible to their physical counterparts such as virtual conferences, virtual sales meetings, career days for students, new product presentations, presentation of new job opportunities, etc. Events are also delivered online at specific dates and times, with a minimum and a maximum number of participants, and the user can register for free or by paying a purchase value expressed in credits ("Price") indicated by the Creator during the upload process;
Plans, i.e. monthly or annual subscriptions, which may be offered on a free trial basis for one month at YIL's discretion, allowing the use of a set of features clearly described in the purchase screens of the plans themselves;
Individual functionalities indicated in the Settings_Plans section of the User Account.

Data processing during purchase and use of Services

YLIWAY IRELAND LTD, with registered office at 3RD FLOOR, THE BOATHOUSE, BISHOP STREET, Dublin 8, Ireland, D08 H01F and YLIWAY ITALIA S.R.L., with registered office at Via Cassia n. 1081, 00123 ROMA (RM), Italy, C.F./P. IVA 01224910578, REA Number RI - 77305, e-mail: dpo@yliway.com; are the joint controllers of the processing of your personal data (hereinafter also referred to as "Joint Controllers"). The Joint Controllers have entered into an agreement pursuant to Article 26 of the GDPR. Please read the privacy policy published on the website.

When User purchases Content, User agrees that Creator will receive a link to User's Profile and his/her contact information consisting of first name, last name, e-mail, work position and city in order to facilitate communication between User and Creator.

Price of services

In order to purchase Services through YLIWAY, specific features or subscription plans ("Plans"), the Service Price is expressed in Credits ("Credits"). One credit corresponds to 1 Euro.

Credit subscription

Before the first purchase can be made, the User must proceed to subscribe for credits that will be added to his Wallet. The purchase can be made by credit card. The provider used by YIL for credit card payments is Stripe Technology Europe Limited ("Stripe"). This choice was made to ensure the highest levels of transaction security. If the User chooses to save credit card data to save time on subsequent credit subscriptions, the data will only be saved on Stripe's servers. For the purpose of issuing the invoice, if the User has not already entered them, YLIWAY will ask for tax information.

Credit and Purchase Control

Users can check purchased credits and purchased Services in the User Account section of the platform. They can also download receipts for the purchase of credits.

Refunds

If you purchase Content, you may only request a refund within 30 days if you have not used it, i.e. if you have not started viewing a video course, if you have not downloaded documents associated with a course, if you have not started participating in a Room and/or if you have not started streaming Content. Individual purchased features and the purchase of individual subscription plans are not refundable. Refunds will be made in credits on the user's Wallet.

Editorial Control

Anyone may use YLIWAY to create and publish content ("User Content"), including but not limited to posts, articles, comments, feedback, and more, and YLIWAY offers Creators the ability to publish their own Content. This is content generated by all categories of YLIWAY users ("UGC"). In relation to this type of content YLIWAY has set up its own Content Policy and published content detection activity. The purpose of this activity is to detect the posting of content that is inappropriate because it relates to, but is not limited to, violence, racial hatred, gender discrimination, pornography, and others. Nevertheless, some content that is not in line with the Content Policy may slip through the net.

YIL does not exercise any editorial control over the Educational Content and, therefore, does not guarantee its quality, reliability, validity, accuracy or truthfulness in any way. We therefore advise the User to rely on the information provided by the Creator and the feedback provided by other users if any.

By using YLIWAY, you may be exposed to content that you find offensive, indecent, or objectionable. YIL has no ability to prevent such content from reaching users and is not responsible for its inclusion. This also includes, but is not limited to, any content, including educational content, concerning health, investments, physical well-being, etc. You acknowledge that the reliability of such content cannot be ascertained by YIL and, by accessing it, you voluntarily agree to assume all risks arising from the inaccuracy of the content provided. The user assumes full responsibility for his/her choices before, during and after accessing any content. In any case, the user has the Report option available, which allows him/her to report inappropriate content. We encourage users to read the Content Policy to understand what content is considered inappropriate.

When using YLIWAY, you may find links to other websites that are not owned by YIL and over which we have no control, such as, but not limited to, users' web pages or social pages. We are not responsible for the content or any other aspect of third party sites, including how they collect information about you.

Issue of certificates

YIL, through YLIWAY, is authorised by the Creators to issue, when it deems it appropriate, a certificate of participation and/or completion and/or passing the final quiz in respect of the Services offered by the Creators. On the detail page of the Online Courses or Rooms the User can check whether a certificate is to be issued.

Unlimited access to purchased online courses

A user who purchases an Online Course and its supporting learning materials such as pdfs, tests or quizzes may view the purchased content without time limit through the My Learning section of their Account. YIL grants the user a sub-licence of unlimited access, except where YIL or YIT is not required to disable the content for legal or company policy reasons. The user is not permitted any use other than as provided in this Licence Agreement. Attempts to transfer or resell such content are not permitted in any way.

When Creators publish content through YIL, they grant YIL, through an agreement with YIL, the right to offer Users a non-exclusive and non-transferable limited sub-licence to access and view the content of online courses for which they have paid the Required Price solely for their own personal, non-commercial and educational purposes.

Content is granted to the User under sub-licence, not sold. The sub-licence therefore does not grant Users the right to copy, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, create derivative works from, sub-license or otherwise transfer or use any content of the Online Courses. However, YIL reserves the right to revoke any sub-licence of access to and use of the Online Courses at any time if it decides or is obliged to disable access to content for legal or company policy reasons, for example if the content to which you have subscribed is the subject of a copyright infringement claim.

Inability to provide Services due to force majeure

YIL shall not be liable for any delay or failure to perform under this Licence Agreement due to reasons, events, or other matters beyond YIL's reasonable control. If a Room purchased by you fails to run for reasons attributable to the Creator, YLIWAY will immediately notify you and refund any credits deducted from your Wallet at the time of purchase.

YIL's rights to the content you publish

When you publish content (including but not limited to content such as posts, articles, comments, reviews, etc.) you authorize YIL to use and share such content with third parties, distribute and promote it on any platform and in any medium. In legal terms, you grant YIL a worldwide, non-exclusive, royalty-free licence to use, copy, reproduce, process, adapt, publish, transmit, display and distribute your content using any means or methods of distribution that exist or are developed in the future. This includes the ability to make your content available to other companies, organisations or persons who collaborate with YIL for the optimisation, dissemination, transmission, distribution or publication of the content including in other media. You also agree that all uses of your content are free of charge, without claiming any form of remuneration.

Rules of conduct

You may only use YLIWAY for lawful purposes. You are responsible for all content you post on the platform also in accordance with our Content Policy. The reviews, questions, posts, comments, articles, and other content you upload must comply with the rules of conduct set out in this licence agreement, the Content Policy, and the provisions of the law, as well as respect the intellectual property rights of third parties. We may block your Account for serious or repeated violations. You may not access or use the Services or create an Account for any unlawful purpose. The manner in which you use the Services and your conduct on our platform must comply with applicable local or national laws or regulations in your country. You are solely responsible for your knowledge of and compliance with such applicable laws and regulations.

If you purchase a Service, you are allowed to ask Creators questions about the purchased Services and to post content reviews. In some cases the Creator may invite you to participate in Content proposed by him or in Topics or Circles of which he is the administrator. You are prohibited from posting or submitting Content that is not your own.

If we learn that your content violates the law or the rights of third parties, for example, if it is found to violate the intellectual property rights or image rights of third parties or is used for illegal activities, and if we find that your content or conduct violates the rules of conduct set forth in this license agreement or the Content Policy, or if we believe that your content or conduct is unlawful, inappropriate, or objectionable (for example, in the case of misappropriation of the identity of a third party), we may remove your content from YLIWAY. YIL respects copyright laws and requires Users to comply with them. For this purpose, YIL may restrict or revoke your permission to use YLIWAY or terminate your Account at any time, with or without notice, including, but not limited to, following fraudulent claims, at the request of law enforcement or government agencies, for prolonged periods of inactivity, for unexpected technical problems, or in the case of suspected participation in fraudulent or illegal activities. Upon revocation, YIL, in compliance with applicable regulations, may also delete the User's Account and content and prevent the User from further accessing the platforms and using its Services. Content may still be available on the platforms even if the Account is terminated or suspended. You agree to release YIL from any liability to you or any third party for terminating your Account, removing your content, or blocking your access to YLIWAY.

Obligations of Users

As a User, you are responsible for all content that you publish including, but not limited to, posts, articles, images, videos, comments, reviews, user profile data, private messages, messages exchanged within channels, messages exchanged in Room messaging, etc. ("Provided Content").

The User represents and warrants that

will provide and keep up-to-date the Account information;
the Content provided does not infringe or misuse the intellectual property rights of third parties.

The User warrants that it will not:

publish or provide information or Content that is inappropriate, offensive, disparaging, false, misleading, prohibited, defamatory, libellous or prohibited by the Content Policy;
will use the contact data of other users to carry out spamming or advertising activities other than in the form foreseen and authorised by YIL;
participate in activities that would require YIL to obtain licences or pay royalties to third parties, including the payment of royalties for the public performance of musical works or sound recordings;
impersonate another person or gain unauthorised access to another user's Account;
interfere with or otherwise prevent other users from providing their own content;
misuse the resources provided by YIL, including support services.

Intellectual Property

All content on YLIWAY, and the Services offered on the platforms operated by YIL, including our website, our existing or future applications, our APIs, databases, and content that our employees or partners submit or provide through our Services, except content provided by Users are and shall remain the exclusive property of YIL and its licensors. Our platforms and Services are protected by copyright and trademark laws under the laws of Europe and other foreign countries. You are therefore not entitled to use the name of YLIWAY, or the Peer Producers, or any of YLIWAY's trademarks, logos, domain names, and other distinctive brand features except to advertise your Account and/or to promote the Services offered on YLIWAY. Any feedback, comments, or suggestions you may provide regarding the YLIWAY brand, the Services, and/or our platforms are completely voluntary and YIL may use them as it sees fit and without any obligation to you.

When you post content, comments, questions and reviews and submit your ideas or suggestions for new features or improvements, you authorise YIL to use and share such content with third parties, to distribute and promote it on any platform and by any means.

Procedures in case of intellectual property infringement

General Rules

YLIWAY is a platform that allows all types of users to share content. As we aim to expand internationally, our business model does not allow us to review or monitor content for intellectual property non-infringement or other legal issues directly. However, YIL and YIT intend to respect the intellectual property of others and require all Users to do the same. By completing the registration process, and accepting this agreement, Users warrant that they accept all the terms of this License Agreement and have the necessary permission or rights to use the content posted on YLIWAY. Copyright infringement activities on YLIWAY.

In the event of requests for the removal of content and/or trademarks for copyright infringement by their respective owners, in relation to content published through YLIWAY, the process is as follows:

a notification is sent to the User via YLIWAY and an e-mail containing the violation report
the User must respond within 48 hours to the e-mail received by proving, as indicated below, ownership of the content. Alternatively, he/she must arrange for their immediate removal for copyright infringement.

Where it is established that the User is responsible for copyright infringement, YIL reserves the right to suspend the Account and, in the most serious cases, to take legal action to protect its interests.

In the event that the User has received more than two notices of removal of content or trademark for valid copyright infringement, YIL reserves the right at its sole discretion to permanently delete the User's account.

How to file a copyright infringement report

If you wish to report content on the YLIWAY platform and you are the owner or the designated agent of the owner of the rights to the content that you believe is infringed by the content, the most effective method is to use our copyright complaint form. You may also send a report of suspected copyright infringement to our designated agent, identified below.

Before submitting a takedown request for copyright infringement, remember these important points:

We cannot activate a copyright complaint procedure that is not sent by the copyright owner or a person appointed by the copyright owner. This is because we have no way of knowing whether the user who posted the content you are reporting has received the appropriate permission to use the content from the owner. We will therefore ask you to confirm that you are the copyright owner or that you have the authority to represent the copyright owner (even if the copyright owner is a company) by sending an email to trademarkrequest@yliway.com.
We point out that intentionally sending a false or misleading takedown request constitutes a criminal offence and you may be held liable and consequently pay damages. YIL reserves the right to seek damages from anyone who, in violation of the law, sends a false copyright infringement notice.
Check whether the use of your content material is 'fair use'. Some copyright laws provide a 'fair use' exception for certain uses of copyrighted content that are considered to be in the public interest. Before submitting a complaint form, make sure you are not in one of these cases. Fair use includes elements such as criticism, commentary, news reporting and research. When assessing whether the use of your material within a piece of content qualifies as fair use, consider the following:

To be considered, your copyright claim must be sufficiently argued. This means that:

You will have to provide sufficient information to allow us to contact you, including your full company name, an e-mail address, physical address and telephone number;
If you are submitting a report on behalf of a company, you must include the name of the company, your relationship with the company and the authorisation to act in this matter on behalf of the company signed by the legal representative;
You must either precisely identify the original copyrighted material or, if more than one copyrighted publication is indicated in your report, you must provide a sufficiently representative list of such original material (e.g., the URL where the material is located and/or the reference attesting to the copyright of the content);

How to file a trade mark infringement report

YIL expects that reported content will be removed by YLIWAY when it actually infringes a third party's trademark. If you are a trademark owner or an authorised representative of a trademark, you may send a removal request for trademark infringement to YIL , which reserves the right to cancel the infringing user's account at any time.

The quickest and easiest way to send a takedown request for trade mark infringement is by sending an email to trademarkrequest@yliway.com. A copy of the request will be sent to the person who uploaded the reported content.

Before submitting a removal request for trade mark infringement, remember these important points:

To be considered, your trade mark complaint must be sufficiently argued. This means that your communication should essentially include the following:
You will have to enter your full contact information (first and last name, postal address and e-mail address or telephone number);
The specific word, specific symbol, etc. for which you claim trade mark rights;
Basis of the trade mark claim (such as national or Community registration), including the registration number, if any;
country or jurisdiction under which you claim trade mark rights;
You will have to enter the product and/or service category for which you are claiming rights;
You must enter the precise position(s) in the URL(s) of the reported content where your brand can be found;
You will have to indicate why you think this content is infringing your trade mark;

If you are not the rights holder, explain your connection to the rights holder through one of the following statements:

"I affirm in good faith that I believe that the use of the mark as described above and in the manner complained of is not authorised by the owner of the mark, its agent or the law";

"I affirm that the information contained in this notice is correct and declare under penalty of perjury that I am the owner or authorised to act on behalf of the owner of the allegedly infringed trade mark";

"I agree to YIL sending my complaint, including my contact information, to the reported user";

Finally, you will have to put your electronic signature ('/s/' followed by your first name and surname, e.g. '/s/ Mario Rossi') or your physical signature on the submitted declaration.

Please be advised that sending a false or misleading claim constitutes a criminal offence and may result in your liability. YIL reserves the right to claim damages from anyone who sends a false or misleading trademark infringement notification.

Before submitting your complaint, please check whether the use of your trade mark or those represented by you in the published content is 'fair use'. Some trade mark laws protect the use of a name or trade mark for the sale of goods and services, with the aim of avoiding consumer confusion. Most countries provide an exception for 'fair use', which allows others to use a trade mark to accurately refer to the trade mark product or service, or to comment on or criticise the trade mark. Consider the possibility that others might be confused into thinking that your company or brand created or is sponsoring the content. Before submitting a trade mark infringement complaint, make sure that the use of your trade mark in the content does not qualify as fair use.

How to respond to a claim of copyright or trade mark infringement

If we receive a valid copyright infringement takedown request, we will send a copy of that request to the User who posted the reported content, along with a notice indicating that

the content was reported for copyright infringement;
the reason for the report;
the author of the report;
information that we are removing the content from YLIWAY.

If you consider that a mistake has been made or that you have the authorisation of the owner of the reported content to use that content, you may send us a counter-notification. In this case, if your entitlement to publication is established, the Content will be restored.

Please be advised that intentionally sending a counter-notification to a false or misleading infringement complaint constitutes a criminal offence and you may be held liable and consequently pay damages. YIL reserves the right to claim damages from anyone who sends a counter-notification to an infringing complaint.

The best way to provide us with a counter-notification is to compile a reply to the email refuting in detail the reasons for the report given by the person who reported the Content. To be valid, the counter-notification must include the following information:

Your physical or electronic signature;
Your name, residential address, e-mail address and telephone number;
A statement that it has a good faith belief that the material was removed or disabled in error or that a misidentification of the removed or disabled material has occurred, attaching evidence where required (e.g. trademark ownership);
A statement that you agree (i) that YIL will share your name and contact information with the Applicant, (ii) to receive notice of any legal proceedings that may be commenced by the Applicant or an agent of the Applicant and (iii) to accept the jurisdiction of the Dublin Court to settle any disputes.

Relations with other YLIWAY users

YLIWAY was created with two main purposes: to help all types of users to grow professionally and to do business. For this reason, YLIWAY aims to facilitate all users to get in touch with other users who can help them achieve their professional and/or business growth goals.

Restrictions

You agree to use YLIWAY only in compliance with all applicable laws in the jurisdictions where you use it. Your use of YLIWAY will comply with applicable restrictions on privacy and intellectual property rights.

Suspension or termination of the Account by the User

You may suspend or close your Account at any time through the appropriate functionality available in the Account setting section. In either case, the User's Profile will cease to be visible on YLIWAY, but YIL will retain the Account data to keep track of administrative reports and to be in compliance with the law. If the Account is suspended, the User will be able to reactivate it within three months by simply logging in to the platform.

Right to change the Software and this Licence Agreement

YIL reserves the right to change YLIWAY and this License Agreement without notice. If this License Agreement is modified, you will be notified and given an opportunity to review any changes. Continuing to use YLIWAY after receiving the notification, subject to applicable law, implies your acceptance of the new License Agreement.

Exclusion of liability

YIL does not warrant that the functionality contained in the software will meet your requirements or needs, or that the software will operate error-free or uninterrupted, or that any defects or errors will be corrected within a defined time, or that interaction with other platforms will be uninterrupted. YLIWAY expressly disclaims all warranties of any kind, express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, and infringement of the rights of others.

Compensation

To the extent permitted by law, you agree to indemnify and hold YIL, its officers, employees, subsidiaries, and partners harmless for any direct, indirect, incidental, consequential damages arising out of or resulting from your use of YLIWAY or other matters relating to the Software.

Limitation of liability

The User expressly understands and agrees that YIL shall not be liable for any direct, indirect, incidental or consequential damages, including, without limitation, damages for loss of profits, goodwill, use, data or other intangible losses (even if YIL has been advised of the possibility of such damages). The total liability granted by YIL shall in no event exceed the sum of the subscription plans paid by the User to YIL.

Restrictions on use of the software in other countries

This License Agreement is expressly subject to any applicable laws, regulations, orders, or other restrictions regarding the export of the Software in the country of use. You acknowledge and agree that you will not import, export, re-export, transfer, or use, directly or indirectly, the YLIWAY Software without compliance with such laws, regulations, orders, or other restrictions.

Applicable law, complaints procedure and jurisdiction

This Licence Agreement shall be governed by and construed in accordance with the laws of Ireland. Accordingly, the interpretation, performance and termination of this Licence Agreement shall be subject exclusively to Irish law.

Should one or more provisions of this licence agreement be held to be invalid, illegal or unenforceable, this shall not affect the validity, legality and enforceability of the remaining provisions, which shall continue in full force and effect.

In the unlikely event of a legal dispute, depending on your place of residence, you agree to settle it in the courts of Dublin, Ireland.

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