Welcome to the website, ludovicamazzucato.com (“the website” “the services” “the assignment”) owned and operated by Ludovica Mazzucato (“we” “the Studio” “LM Studio” “Studio LM” “Ludovica Mazzucato” “Studio Ludovica Mazzucato”). Studio Ludovica Mazzucato means its affiliates, and funds sponsored by any Studio Ludovica Mazzucato affiliate or subsidiary. By using this website and/or our services, the user (“you” or “the client” or “the interlocutor”) agrees and is bound to the following terms.

If you use the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the services only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations.

I. Using the website

The client agrees not to:

• Violate any laws, third-party rights, or our policies.

• Use our site or services, if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from our site.

• Fail to deliver payment for items you have purchased.

• Provide false, inaccurate, misleading personal information.

• Transfer your customer account and User ID to another party without our consent.

• Copy, modify, or distribute content from the site.

II. Client account

It is your responsibility to maintain the confidentiality of your account, online and offline. You agree to accept responsibility for all activities that occur under your account.

III. Consulting services, general

The consulting services purchased through this website are delivered by Ludovica Mazzucato and Studio Ludovica Mazzucato in collaboration with Galleria TARALLI. Services are not refundable.

Calls labelled “Introductory 15-minute calls” are free of charge. After 15 minutes, the standard hourly fee of EUR 480 per hour plus taxes applies and will be invoiced by the Studio.

Calls, video calls, messaging, letters, emailing, and other correspondence with Ludovica Mazzucato are invoiced at EUR 480 per hour, plus expenses if any were incurred. The fee starts at a minimum of EUR 160.

For in-person meetings with Ludovica Mazzucato, we charge a 25% fee on the hourly rate of EUR 480, plus logistic expenses, and other expenses, if any were incurred.

Regardless of the nature of the call/meeting, no-shows and cancellations made less than 48 hours before the call are charged 480 EUR per reserved hour plus expenses, if any were incurred, and are subject to an additional late cancellation fee of 10%. In case of a late arrival/late start, the meeting/call is charged as reserved and for the entire duration thereafter, at the rate of € 480 per reserved hour plus expenses, if any were incurred. Any additional time is charged at € 540 per hour plus expenses if any were incurred.

1. GENERAL

The contractual relationship between the client and Studio Ludovica Mazzucato is governed by Studio Ludovica Mazzucato’s Terms of Service and applies to all services provided by Studio Ludovica Mazzucato. By requesting the service, the client declares to understand and agree to the present general conditions. Deviations from the present general conditions are not allowed, except if they are agreed upon in writing by the Studio and the client. The present general conditions complement the specific contractual provisions between Studio Ludovica Mazzucato and the client and form an integral part thereof.

2. THE ASSIGNMENT

To initiate an assignment, the assignment has to be accepted by Studio Ludovica Mazzucato, and the client is required to pay a retainer of (at least) 50% of the total price of the assignment as foreseen in clause 4.  or, for hourly assignments, the client is required to pay the retainer as indicated on the website. Retainers are not refundable. At its sole discretion, the Studio may execute the assignment without having received the advance payment, without prejudice to the validity of the assignment.

Studio Ludovica Mazzucato will use its best efforts to execute the assignment. This is an obligation of means, except if explicitly stipulated otherwise. Studio Ludovica Mazzucato is only committed to what is explicitly foreseen in the assignment. Each modification has to be explicitly accepted by Studio Ludovica Mazzucato in writing. Any modifications by the client to the accepted assignment will be at the sole and full expense of the client. The client commits to provide all useful and required data for the assignment to Studio Ludovica Mazzucato and to fully enable the execution of the assignment, even in case of altered conditions. The client is solely responsible for the accuracy of the data provided to Studio Ludovica Mazzucato. If the client fails to provide the said data, Studio Ludovica Mazzucato is entitled to suspend the execution of the assignment and terminate the agreement. In said case, Studio Ludovica Mazzucato is entitled to the full payment of the assignment.

If the client cancels or postpones the assignment, they will be fully liable for all costs incurred by Studio Ludovica Mazzucato for the execution and preparation of the assignment and the cancellation or postponement thereof. In case of failure to provide the necessary data or in case of cancellation or postponement, the client will pay a forfeit compensation of 35% of the price of the assignment. The aforementioned forfeit will increase to 100% of the price of the assignment in case of cancellation or postponement less than 14 days before the commencement of the assignment. In addition, Studio Ludovica Mazzucato has the right to claim its actual damage, including but not limited to the expenses, the revenue loss caused by the cancellation or postponement of the assignment, and the revenue loss caused by other assignments that had to be refused, suspended, or stopped, and the legal expenses to identify and recover such damages.

All data provided by Studio Ludovica Mazzucato, as well as IP, information, and know-how underlying the services delivered by Studio Ludovica Mazzucato, remain exclusively reserved to Studio Ludovica Mazzucato, even if costs have been charged for it. The client ensures that the above-mentioned IP, data, information, and know-how are only copied, shown, or disclosed to third parties with Studio Ludovica Mazzucato’s consent. For the avoidance of doubt and to the extent necessary, Studio Ludovica Mazzucato always remains the exclusive owner of its tools, methods, and processes. 

All services are delivered online and digitally unless explicitly agreed otherwise. All prices are subject to taxes and expenses unless explicitly stated otherwise.

Expenses are invoiced as per clause 4. Additional fees and other rates may apply where physical presence is required in the context of an assignment.

The services are booked and delivered at our earliest availability. The services may be rescheduled by Studio Ludovica Mazzucato at the discretion of the Studio, without notice. In such a case, the client is not entitled to any refund or claim. Once purchased, the services are not refundable. Once retained, the services may be redeemed within six months; after this time, the services will have to be retained again.

If a product, service, or rate is discontinued, it’s no longer available for purchase or use. If it was retained or purchased (reserved) before being discontinued, the client will be able to redeem it in its entirety.

3. THE EXECUTION TERM OF THE ASSIGNMENT

Studio Ludovica Mazzucato will use its best efforts to execute the assignment in a reasonable term, or, if applicable, the term that is agreed upon.

If the client impedes or slows the execution of the assignment, the term will automatically be extended. If the client makes the execution of the assignment impossible or more difficult than foreseen, we are entitled to terminate the agreement immediately, without a prior letter of default and without respecting a notice period or paying an indemnity. In that case, the client will bear the costs caused by the assignment and the termination thereof, and the client will correspond to Studio Ludovica Mazzucato 100% of the payment of the assignment, as well as expenses, including but not limited to legal expenses, incurred by the Studio to terminate the assignment.

If the execution term is exceeded, Studio Ludovica Mazzucato will not be liable for any damages to the client or a third person caused by the exceeding of the execution term. Exceeding the term will not give the client the right to terminate the agreement with Studio Ludovica Mazzucato, nor to claim any compensation.

If the client wishes to terminate the agreement less than forty (40) business days before the commencement of the assignment, the client will correspond to Studio Ludovica Mazzucato 100% of the payment of the assignment and any cost incurred by Studio Ludovica Mazzucato (clause 2.). For clients who requested an assignment before January 1st 2024, the applicable notice period is still (14) days. Time and expenses accrued by us until cancellation are billed and due for payment according to our Terms (clause 4.).

Any contract of temporary and/or fixed-term employment between Ludovica Mazzucato and an individual and/or legal entity is governed by the terms therein.

At our discretion, we may waive this

or other clauses without notice, and for no reason or any reason.

4. PRICE AND PAYMENT

General pricing:

Introductory 15-minute calls are free of charge. After 15 minutes, the standard hourly fee of EUR 480 per hour plus taxes applies.

Calls, video calls, messaging, letters, emailing, and other correspondence with Ludovica Mazzucato are invoiced at EUR 480 per hour, plus expenses if any were incurred. Emails, letters, messages, phone calls, and other correspondence are charged at € 480 per hour plus expenses if any were incurred. The fee starts at a minimum of EUR 160.

Regardless of whether the reserved call/meeting is free of charge or paid, no-shows and cancellations made less than 48 hours prior to the call/meeting are charged 480 EUR per hour and are subject to an additional 10% late cancellation fee. Reserved calls and meetings are not refundable.

All services are delivered online and digitally unless explicitly agreed otherwise.

For in-person meetings with Ludovica Mazzucato, the Studio charges a 25% fee on the hourly rate of EUR 480, plus logistic expenses.

Expenses are invoiced as per clause 4. Additional fees and other rates may apply where physical presence is required in the context of an assignment.

As of July 3rd, 2023, the currency is expressed in Euro. Invoices and contracts issued before this date are still in Canadian Dollars.

For Saturday, Sunday, and statutory holiday work, including but not limited to calls, meetings, correspondence, and documentation review, a 10% surcharge applies to the billable time. At our discretion, we may waive this clause for some clients, packages, or deliverables. If so, we notify the client in writing before starting the work.

During time notified by us or any of our representatives as Out of Office, any work, including but not limited to calls, meetings, correspondence, and documentation exchange or review, a 100% surcharge applies to the billable time. At our discretion, we may waive this clause for some clients, packages, or deliverables. If so, we notify the client in writing before starting the work.

All prices are subject to taxes and expenses unless explicitly stated otherwise.

Expenses are invoiced as per clause 4. Additional fees and other rates may apply where physical presence is required in the context of an assignment.

Once the client purchases a package online, the Studio will contact the client and provide them with a unique link to schedule their dedicated time with the Studio.

The services are booked and delivered at our earliest availability. The services may be rescheduled by Studio Ludovica Mazzucato at the discretion of the Studio, without notice. In such a case, the client is not entitled to any refund or claim. Once purchased, the services are not refundable. Once retained, the services may be redeemed within six months; after this time, the services will have to be retained again.

If a product, service, or rate is discontinued, it’s no longer available for purchase or use. If it was retained or purchased (reserved) before being discontinued, the client will be able to redeem it in its entirety.

A project/RFP submission is billed at EUR 480 plus taxes, regardless of the format or medium used for the submission. Any additional work, meetings, calls, correspondence, and preparation, is billed at an hourly fee starting at EUR 480 per hour plus taxes. Expenses incurred for RFPs are invoiced as per clause 4. Surcharges and other fees are invoiced as per clause 4.
When a client cancels the RFP after its submission, a 10% cancellation fee applies to the RFP’s billable time.

The price of the assignment is described in the agreement between the parties (accepted quote, proposal, contract, specific conditions,…), and will be invoiced by Studio Ludovica Mazzucato.

In the absence of an agreed price, Studio Ludovica Mazzucato will invoice its performances in correspondence with its usual rates of EUR 480 per hour plus taxes and expenses. The mentioned price only applies to the assignment as accepted by Studio Ludovica Mazzucato and does not cover any additional work. The client will bear the full costs of a modification of the assignment.

Unless agreed otherwise, the client will be required to make an advance payment of (at least) 50% of the total price of the assignment before the start thereof or, for hourly services, the payment of the retainer as indicated on the website.

Studio Ludovica Mazzucato will invoice the delivered services during or at the end of the assignment, at its discretion, unless otherwise provided. All prices exclude taxes, save if explicitly stipulated differently.

Studio Ludovica Mazzucato’s fees exclude any and all expenses (including but not limited to travel, transport, - e.g. car rental, taxi, kilometric allowances, flights, - meals, per diem, materials, software, equipment, prototyper services, customer recruitment, focus groups, speakers,…), which will be added separately on the invoices. When Studio Ludovica Mazzucato has to book locations, catering, hotels, and/or flights, a 15% booking fee will be added.

Studio Ludovica Mazzucato’s invoices are to be paid within the payment term of five calendar (5) days after the day of issue.

Unpaid invoices:

If an invoice is not paid within this term, automatically and without any notice, a forfeit compensation of 10% of the invoice amount will be due by the client, and in addition, the invoice amount will increase with compensatory interests of 2% per calendar month. The 2% late payment fee applies to any outstanding invoice on the first day following the due date, and monthly thereafter.

As of the 1st of October 2023, a 50% semestral surcharge applies to all outstanding invoices after six (6) months of delinquency, and an additional 50% annual surcharge applies to outstanding invoices after twelve (12) months of delinquency, and every (6) six months thereafter. The surcharge is calculated on the first day of the seventh month and the first day of the thirteenth month, respectively as follows, and it is calculated as a percentage of the total unpaid amount, including all accrued fees.

• As of March 1st, 2024, the monthly delinquency fee is 4% of the accrued debt. As of March 1st, 2024, the semestral, and therefore the annual, delinquency fee is applied on the following day of the due date of the last invoice (and no longer on the first calendar day of the following month).

• As of April 1st 2024, we charge an administration fee of 200 Euros, or 1 0% of the unpaid amount, whatever the greater, to all accounts that have been delinquent for 12 calendar months. The fee is charged every 12 calendar months.

• The client will be held responsible for reimbursing any damage, loss, and expense, including but not limited to legal and credit recovery expenses, incurred by Studio Ludovica Mazzucato to identify the delinquency and recover the payment, as well as any damage, loss, or expense connected to the delinquency.

• A 175 Euros fee will be applied to accounts for any bank-returned billing or cheque for non sufficient funds.

Each dispute relating to the execution of the assignment or the invoices has to be sent to billing@ludovicamazzucato.com or our contact page within 24 hours after the issuance of the invoice. In any event, the client is no longer entitled to claim any compensation 24 hours after the termination of the assignment or the issuance of the invoice, as it applies.

Price increase:

Studio Ludovica Mazzucato reserves the right to increase its prices.

5. LIABILITY FOR THE EXECUTION OF THE ASSIGNMENT

Studio Ludovica Mazzucato also provides advisory and strategy services and can never be held liable for the implementation of these and other services. The execution of the assignment is a best-effort obligation. Studio Ludovica Mazzucato bears no liability for any damage or loss incurred by the client or third parties.

6. CONFIDENTIALITY

Parties shall keep all information of any nature whatsoever coming into their possession in the framework of the assignment or the pre- or post-contractual phase and regarding the other party, strictly confidential and will ensure that their respective employees, agents, and sub-contractors also maintain such confidentiality. Taking into account the client’s interests, Studio Ludovica Mazzucato is entitled to use the works created or performed in the framework of the assignment as well as the client’s name and logo for promotion and publication. Studio Ludovica Mazzucato retains the copyright and the right to use the material developed through our consulting services and the client’s logo, testimonial, and case study at our discretion across all of Ludovica Mazzucato’s channels and businesses. If the client wants to maintain a non-disclosure agreement over our collaboration, we offer that option for a surcharge equal to 100% of the assignment fees. In such a case, Studio Ludovica Mazzucato still retains the copyright of the material. If the client wants to acquire the copyright of the material developed through our collaboration, we offer that option for a case-by-case surcharge of no less than three times (3X) the price of the assignment. These options are subject to the evaluation of and approval of Ludovica Mazzucato.

7. TERMINATION OF THE ASSIGNMENT

Parties can terminate the agreement at all times by means of a registered letter. If the agreement is terminated by the client, compensation will be due as foreseen in clause 2. Moreover, the client will have to pay for the services already delivered by Studio Ludovica Mazzucato at the time of termination. Studio Ludovica Mazzucato will send an invoice for these services. Any goods or documents belonging to Studio Ludovica Mazzucato that were put at the disposal of the client during the assignment have to be returned to Studio Ludovica Mazzucato upon first request and at the latest within 14 days after the termination of the agreement.

8. NON-SOLICITATION

The client (including all subsidiaries, affiliates, and joint ventures) shall, during the term of the agreement and for a period of twenty-four (24) months thereafter, not solicit any of Studio Ludovica Mazzucato’s employees, agents, representatives, ambassadors, collaborators, and sub-contractors without Studio Ludovica Mazzucato’s prior written consent. If however, a mutual agreement is reached between Studio Ludovica Mazzucato and the client about such hiring, the client will subsequently pay Studio Ludovica Mazzucato a single fee calculated at twelve (12) months of the annual gross compensation package of that employee, agent, or sub-contractor.

9. NON-COMPETE

The client (including all subsidiaries, affiliates, and joint ventures) shall, during the term of the agreement and for a period of sixty (60) months thereafter, not engage in activities that may compete with Studio Ludovica Mazzucato and its affiliates, including KOINY and Galleria TARALLI. In case of a suspected breach, a cease and desist clause of five (5) calendar days will automatically apply without any need for communication and notice by Studio Ludovica Mazzucato, following which a penalty of EUR 300,000 per month (payable within 24 hours of issuance and subject to the late payment terms detailed in clause 4) will be invoiced by Studio Ludovica Mazzucato to the client found in breach of clause 9 for as long as we deem the client is failing to desist. The client is liable to pay a fee of EUR 5,000,000 payable within 24 hours of our notice; Plus the reimbursement of any damage, loss, and expense, including but not limited to administrative and legal expenses, incurred by Studio Ludovica Mazzucato to identify the breach and recover the penalty fees as well as any damage, loss, or expense due to the actual or suspected competition. Studio Ludovica Mazzucato may waive or reduce the penalty fees without reason or for no reason at any time or apply a measure of payment in installments. However, the client is not entitled to expect Studio Ludovica Mazzucato to waive or reduce such fees.

10. PRODUCTS AND SERVICES

The information, materials, products, and services (collectively “the services”) on this website are current at the time of writing and are subject to change. Not all services are available in all geographic areas. Your eligibility for particular products or services is subject to determination by and the approval of Studio Ludovica Mazzucato. No solicitation is made by Studio Ludovica Mazzucato to any person to use any information, materials, products, or services in any jurisdiction where the provision of such information, materials, products, and services is prohibited by law. The information on this website or in any communication containing a link to this website is not intended to constitute investment advice or an offer to sell, or the solicitation of an offer to purchase shares or other securities. Investors should always obtain and read an up-to-date investment services description or prospectus before deciding whether to appoint an investment representative or invest. Investors and companies manage their own resources at their own risk and assume responsibility for any loss incurred.

11. INTERNATIONAL USE

Studio Ludovica Mazzucato makes no warranties that materials on this website are appropriate for use in all countries. Because the website may be accessed internationally, you agree to comply with all local laws, rules, and regulations including, without limitation, all laws, rules, and regulations in effect in the country in which you reside and the country from which you access the website. The information on this website is not intended for distribution to or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject Studio Ludovica Mazzucato or its affiliates to any registration requirement within such jurisdiction or country.

12. NO WARRANTY

Studio Ludovica Mazzucato does not warrant the accuracy, adequacy, completeness, or timeliness of the information, materials, products, and services on this website or the error-free use of this website. All information, materials, products, and services are “as is” and “as available.” No warranty of any kind, express or implied, including but not limited to the warranties of non-infringement of third-party rights, title, merchantability, fitness for a particular purpose, and freedom from computer viruses is given in conjunction with the information, materials, products, and services. Any views expressed herein are those of the author(s), are based on available information, and are subject to change without notice. Individuals may hold different views and may make different decisions for different clients. Studio Ludovica Mazzucato does not warrant that the website will meet your needs. You agree to assume the entire risk as to your use of the website.

13. LIMITATION OF LIABILITY

In no event shall Ludovica Mazzucato, Studio Ludovica Mazzucato, and its affiliates, be held liable for any damages, losses, or liabilities including without limitation, direct or indirect, special incidental, consequential damages, losses, or liabilities, in connection with your interaction with us, the use of our services, or the use of this website, or your reliance on or use or inability to use the information, materials, products, and services on this website, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus, or line or system failure, even if Studio Ludovica Mazzucato is advised of the possibility of such damages, losses, or expenses.

YOU UNDERSTAND AND AGREE THAT YOUR INTERACTION WITH US, OR THE USE OF OUR SERVICES OR THIS WEBSITE IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE STUDIO LUDOVICA MAZZUCATO, LUDOVICA MAZZUCATO, OR ITS AFFILIATES DIRECTLY OR TO PARTICIPATE IN A SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR INTERACTION WITH US, THE USE OF OUR SERVICES, OR THE USE OF THIS WEBSITE.

14. INDEMNIFICATION

As a condition of your use of the Services, you agree to indemnify and hold Ludovica Mazzucato, Studio Ludovica Mazzucato, its owners, its affiliates, and their respective owners, partners, directors, employees, and agents harmless from and against any and all claims, losses, liability, costs, and expenses (including but not limited to attorney’s fees) arising from your interaction with us, or the use of the website, or the use of our services, or your violation of these Terms.

In no event shall Ludovica Mazzucato, Studio Ludovica Mazzucato, its owners, and its affiliates, be held liable for any damages, losses, injury, or liabilities to employees, clients, contractors, public or private entities, property, participants, students, audience, members, or any other third-party individuals, assets, or organizations.

15. HYPERLINKS

Your use of the hyperlinks on this website to other Internet websites is at your own risk. Studio Ludovica Mazzucato is not responsible for the content or accuracy of third-party websites hyperlinked from this website, nor does it guarantee the products or services offered on third-party websites. Studio Ludovica Mazzucato advises users to review the privacy statements of a website before they provide any personal or confidential information.

16. WEBSITE SECURITY AND RESTRICTIONS OF USE

As a condition to your use of Services, you agree that you will not, and you will not take any action intended to: (i) access data that is not intended for you; (ii) invade the privacy of, obtain the identity of, or obtain any personal information about any other user of this web site; (iii) probe, scan, or test the vulnerability of this web site or Studio Ludovica Mazzucato’s network or breach security or authentication measures without proper authorization; (iv) attempt to interfere with service to any user, host, or network or otherwise attempt to disrupt our business; or (v) send unsolicited mail, including promotions and/or advertising of products and services. Unauthorized use of the website or Services, including but not limited to unauthorized entry into Studio Ludovica Mazzucato’s systems, misuse of passwords, or misuse of any information posted to a website, is strictly prohibited. Portions of the website are designated for password access only as indicated by a lock icon. In these instances, if you do not have an authorized password, no access is permitted.

17. SPONSORED CONTENT

Materials labeled Sponsored/Branded Content are the product of a paid promotion or partnership with a third-party content provider. This content has been developed directly by or with assistance from Studio Ludovica Mazzucato and/or its affiliates. Studio Ludovica Mazzucato has received permission to use this material on this website. Studio Ludovica Mazzucato is not responsible for any materials produced by the third-party provider that were not directly commissioned and/or approved by Studio Ludovica Mazzucato.

18. THIRD-PARTY CONTENT

Studio Ludovica Mazzucato may offer links to other third-party websites. When you click on these links you will leave Studio Ludovica Mazzucato’s website and will be redirected to another site. The links are provided solely for your convenience and for informational purposes only; they do not constitute an endorsement, guarantee, or approval by Studio Ludovica Mazzucato of any of the products, services, or opinions of the third party. Studio Ludovica Mazzucato makes no representation or warranty regarding the accuracy, legality, or content of the third-party site or the links. These sites are not under the control of Studio Ludovica Mazzucato. Please also be aware that the security and privacy policies on these sites may be different than those of Studio Ludovica Mazzucato. Please read third-party privacy and security policies closely. If you have any questions or concerns about the products and services offered on linked third-party websites, please contact the third party directly.

19. CONFIDENTIALITY AND PASSWORD-SECURITY

Certain parts of this website may be protected by passwords or require a login. You are responsible for maintaining the confidentiality of any user names, passwords, security questions, and answers. All information available through the privileged area of the site is confidential and proprietary to us.

We will not be held liable under any circumstance for any confidentiality, privacy, or security breach online or offline.

The user will use their best efforts to keep all this information strictly confidential. The user will not disclose any of this information to any person or use it for any purpose other than those strictly permitted by Studio Ludovica Mazzucato, in writing.

19.1. CONFIDENTIALITY, TRUST, PRIVACY, SECURITY BREACH

By interacting with Ludovica Mazzucato, or Studio Ludovica Mazzucato, whether in-person or via any form of physical or digital communication, including but not limited to contracts, website use, emails, scheduling, file exchange, digital or physical folders, social media, calls, messaging, offers of employment, employment, RFPs, projects, workshops, panels, meetings, interviews, or other forms of communication, and under any circumstance or nature of the conversation, the interlocutor agrees to maintain and ensure confidentiality, privacy, trust, and security and will be held responsible for any alleged or confirmed breach of privacy, security trust, or confidentiality. In case of a suspected breach of confidentiality, trust, privacy, or security, the interlocutor is liable to pay Ludovica Mazzucato [A] a forfeit amount of 35,000 EUR within seventy-two (72) hours of Ludovica Mazzucato or the Studio voicing the suspected breach; The interlocutor is also liable to pay [B] an additional 35,000 EUR within ten (10) calendar days; And liable to pay [C] an additional fee equal to 100,000 EUR payable within fifteen (15) calendar days; plus [D] an additional 150,000 EUR payable within forty-five (45) calendar days. The payment is subject to any additional delinquency fees according to the Terms therein. The interlocutor may pay the fees via direct deposit, verified cheque, or invoice. If necessary, the Studio will invoice the interlocutor for such fees. The interlocutor is also liable for taking immediate action to stop and remediate the breach, recover any leak, and follow up on the remedies until establishing full security for Ludovica Mazzucato and/or Studio Ludovica Mazzucato, as approved by Ludovica Mazzucato. The interlocutor is also liable to compensate Ludovica Mazzucato for the full amount of any legal or other expense associated with the investigation, report, and/or remedy of the breach, including but not limited to any expense associated with security, remedy of the breach, and/or personal or assets protection. This may include, and is not limited to, logistics expenses, relocation expenses, administrative fees, legal fees, security, software, well-being, expenses, public relations expenses, data migration expenses, and alarm systems. These amounts do not constitute exhaustive compensation and the Studio reserves the right to request further indemnization for any expense, loss, or damage caused by or associated with the alleged or confirmed breach, including but not limited to any form of distress. Should the offending parties be multiple, or anonymous, we reserve the right to name the offending party, and we deem our resolution fair and final, without the need to provide evidence. Our Terms are enforceable without the need to provide evidence or records. Other clauses in our Terms may entitle us to further compensation. Regardless of the amounts stated in our Terms, we reserve the right to demand further compensation.

• As of March 1st, 2024. Fees [A], [B], [C], and [D] are all due within five (5) calendar days.

20. SUPPLIERS, AND SERVICE AND DIGITAL PROVIDERS

By suppliers, service, and digital providers (in this clause, “the provider”), we refer to every company, individual, or other entity that provides a service, material, tool, or platform that we use. When interacting with us or our representatives, the suppliers, and service and digital providers must identify themselves with full legal name, employee number, company name, location of service delivery, corporate address, corporate email, telephone number, employee number, and full legal name and corporate email of the department lead. Failure to do so is a breach of confidentiality, security, privacy, and trust, and is billed accordingly (clause 19.). The provider is liable for delivering uninterrupted service (and/or use) and security, including but not limited to zero-error configuration, confidentiality, security, privacy, trust, and customer service. A breach of such terms is subject to our terms and billed accordingly (clause 19.) In addition, the provider is billed 480 EUR per hour for time spent with customer service, and/or resolving the issue, or remediating it. Our Terms are enforceable without the need to provide evidence or records. Other clauses in our Terms may entitle us to further compensation. Regardless of the amounts stated in our Terms, we reserve the right to demand further compensation.

21. PERSONAL INJURY AND DAMAGE

TO OUR PROPERTY

In case of personal injury of any type and severity, occurred to Ludovica Mazzucato on third-party premises, or caused by a third-party on our premises, and occurred under any capacity or circumstance, including not limited to meetings, speaking engagements, artistic creation, recreational or professional training or classes or events, performing, teaching, dance classes, training or performances, social or professional engagements, and regardless of whether the third-party has applied negligence or not, and regardless of whether the third-party requested to sign a liability waiver, Ludovica Mazzucato is entitled to a minimum compensation of 45,000 Euros, payable within 24 hours of our notice; Plus full reimbursement of health expenses, including but not limited to therapies, medical, nutrition and supplement expenses, insurance premiums, training and rehabilitation equipment, logistics, transportation and mobility expenses, wellness training, security expenses, nursing and home expenses, activity assistance expenses, payable within 24 hours of the expenses being incurred; Plus a minimum of 500,000 euros per year for a minimum of five calendar years, payable within five calendar days of our notice and every January 1st thereafter (in case of chronic pain, this amount will extend to 500,000 euros per year for a minimum of fifteen calendar years, plus 300,000 euros per year for the following ten calendar years) - where the party will be required to deposit a a verified cheque as a guarantee for the total amount; Plus monetary compensation for loss of future earnings, equal to a minimum of 25,000,000 euros, payable within five calendar days of our notice; Plus administrative and legal expenses, payable within 24 hours of the expense being incurred. Should the offending parties be multiple, or anonymous, we reserve the right to name the offending party, and we deem our resolution fair and final, without the need to provide evidence. Our Terms are enforceable without the need to provide evidence or records. Other clauses in our Terms may entitle us to further compensation. Regardless of the amounts stated in our Terms, we reserve the right to demand further compensation.

In case of loss, theft, or damage of any nature to our tangible or intangible property, occurred on our premises or third-party premises, under any capacity or circumstance, and including not limited to equipment, furniture, personal belongings, artwork, tools and instruments, documents, land, vehicles, real estate, and occurred under any capacity or circumstance, including not limited to meetings, speaking engagements, artistic creation, recreational or professional training or classes or events, dance classes, teaching, performing, social or professional engagements, and regardless of whether the third-party has applied negligence or not, Ludovica Mazzucato is entitled to a minimum compensation of 300,000 euros, payable within 24 hours of our notice; Plus restitution of the property within five calendar days of our notice, subject to compensatory penalty of 100,000 euros; Plus full reimbursement for expenses incurred for the restoration of the property, payable within 24 hours of the expense being incurred; Plus administrative and legal expenses, payable within 24 hours of the expense being incurred; Plus the value of the property at original or current value, whatever the greatest, payable within 24 hours of our notice; Plus monetary compensation for loss of future use and future earnings, payable within 24 hours of our notice; In any case, the property remains ours and must be returned to us with prepaid packaging, logistic and transportation expenses, secured courier, and proof of insurance. Should the offending parties be multiple, or anonymous, we reserve the right to name the offending party, and we deem our resolution fair and final, without the need to provide evidence. Our Terms are enforceable without the need to provide evidence or records. Other clauses in our Terms may entitle us to further compensation. Regardless of the amounts stated in our Terms, we reserve the right to demand further compensation.

21.1. ADVERTISING INJURY

In any case of libel, slander, invasion of privacy, copyright infringement, and misappropriation of advertising ideas, the offending party is liable to pay 25,000,000 euros, payable within 24 hours of our notice; Plus any legal and administrative expense we may incur, payable within 24 hours of the expense being incurred; Plus, payable within 24 hours of the expense being incurred, the full reimbursement for expenses incurred for the restoration of our assets, network, image, identity, reputation, or other aspects of the businesses we deem applicable; Plus any administrative and legal expense, payable within 24 hours of the expense being incurred; Plus monetary compensation for loss of future use and future earnings, as per our valuation, and for a minimum of 25,000,00 euros, payable within 24 hours of our notice. Should the offending parties be multiple, or anonymous, we reserve the right to name the offending party, and we deem our resolution fair and final, without the need to provide evidence. Our Terms are enforceable without the need to provide evidence or records. Other clauses in our Terms may entitle us to further compensation. Regardless of the amounts stated in our Terms, we reserve the right to demand further compensation.

22. SEVERABILITY

If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision will be reformed only to the extent necessary to make it enforceable, and it will be deemed severable from these Terms and will not affect the validity and enforceability of the remaining provisions.

23. WAIVER

YOU UNDERSTAND AND AGREE THAT YOUR INTERACTION WITH LUDOVICA MAZZUCATO OR STUDIO LUDOVICA MAZZUCATO IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE LUDOVICA MAZZUCATO OR STUDIO LUDOVICA MAZZUCATO OR ITS AFFILIATES DIRECTLY OR TO PARTICIPATE IN A SUIT FOR ANY LOSSES OR DAMAGES.

These Terms are enforceable at all times, under any circumstance, and without the need to provide evidence or records.

23. CLASS ACTIONS

You expressly waive any ability to maintain a Class Action (plaintiff or class member in any purported class, collective, representative, multiple parties, or similar proceeding (each a “Class Action”) in any forum. An arbitrator shall not have the authority to combine or aggregate similar claims conduct any Class Action or make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.

24. CHANGES TO TERMS OF USE

We may revise these Terms from time to time. The most current version will always be on our website and automatically apply to our services unless explicitly agreed otherwise.

25. DISPUTES

Users, hereby including clients, are solely responsible for settling any dispute arising from any matter. Studio Ludovica Mazzucato shall not be held responsible for any action, damage, or loss incurred by its users.

26. CONFLICT WITH OTHER TERMS

In the event of an inconsistency between the Terms, Studio Ludovica Mazzucato reserves the right to identify the applicable Term.

27. FINAL PROVISIONS

The nullity or invalidity of a provision will not engender the cancellation or invalidity of the whole agreement, nor of any other provision thereof. The contractual relationship between the client and Studio Ludovica Mazzucato is governed by Canadian law. Any dispute arising from the contractual relation between the Parties will be exclusively submitted to the jurisdiction of the Tribunals and Courts of British Columbia.

At Studio Ludovica Mazzucato we respect the privacy of the users (“clients” “you” “your”) of our services (“the website”) and we are committed to keeping your personal data secure. This notice (the “Privacy Notice”) explains how Studio Ludovica Mazzucato (“we” “us” “our” “the Studio”) uses personal data that Studio Ludovica Mazzucato collects or is provided to Studio Ludovica Mazzucato.

1. About this Privacy Notice

This Privacy Notice governs and explains the handling and processing of personal data by Studio Ludovica Mazzucato carrying out our activities.

2. Personal data that we collect and process about you

The nature of our relationship with you will determine the kind of personal data we might ask for from you directly or collect where permitted by law. In some cases, the collection and processing of certain of your personal data is obligatory and failure to collect that information (including where you fail to supply it) may result in us not being able to provide services or products to you. Information we may collect includes:

Information about you: your name, date of birth, contact details, personal email address, home address, professional information or employment-related information, educational information or background, passport details, or other similar identification numbers and documents, to the extent permitted by law.

Information if you visit one of our offices: visual images collected via closed circuit television (CCTV).

Information that is automatically collected: details about your use of Studio Ludovica Mazzucato websites which may include internet browser history, IP addresses, and access to application forms.

Information about our contact with you and information we generate internally about our relationship with you:

files that we may produce as a record of our relationship with our clients and prospective clients, including, but not limited to, preferences and contact history;

any personal data that you provide during telephone and email communications with us which we may monitor and record in order to resolve complaints, improve our service, and in order to comply with our legal and regulatory requirements;

commercial information, such as records of the products or services our clients currently use from Studio Ludovica Mazzucato or have inquired about obtaining from Studio Ludovica Mazzucato.

Information that we obtain from other sources with your consent or where permitted by law.

3. Uses of your personal data

We may collect, store and use your data for purposes related to our activities.

4. Legal Grounds

We may use and/or disclose your personal data in these above-described ways for purposes related to our activities.

5. Disclosure of your information to affiliates and third parties

We may share your personal data amongst the Studio Ludovica Mazzucato Affiliates for purposes related to our activities. We may also share your personal data outside of Studio Ludovica Mazzucato as permitted by law.

6. Sale of personal data

The information we provide to third parties is for business purposes related to our activities.

7. International transfers of personal data

Studio Ludovica Mazzucato is a global business and as a result, we or our external service providers collect and transfer personal data globally and may transfer your personal data to locations outside of your country or jurisdiction, including in particular all countries of the Studio Ludovica Mazzucato Affiliates. Your personal data also may be processed by individuals operating outside of your country or jurisdiction who work for Studio Ludovica Mazzucato or for one of our external service providers. Studio Ludovica Mazzucato shall not be held liable for any loss or damage incurred with such transfer.

8. Security of personal data

As a condition of employment, Studio Ludovica Mazzucato employees are required to follow all applicable laws and regulations, including in relation to data protection law. However, Studio Ludovica Mazzucato shall not be held liable for the actions of its employees and the user is not entitled to any claim in connection with the use of its data.

9. Retention of personal data

We hold Personal Data on our systems (or those of our service providers) for the duration needed or permitted in light of the purpose(s) for which it was obtained. The criteria used to determine retention periods include:

The duration of our contractual relationship with our client and the provision of related services;

The legal obligations to which we are subject – laws or regulations may set a minimum period for which we have to keep your personal data.

10. Rights under Relevant Data Protection Law

Where permitted by applicable law and regulation, you have a number of legal rights in relation to the personal data that we hold about you. The rights that may be applicable to you will, to some extent, be determined by the country that you are resident in.

11. Do Not Track Notice

At this time, there is no worldwide uniform or consistent industry standard or definition for responding to processing, or communicating Do Not Track signals. Thus, like many other websites and online services, our Online Services are currently unable to respond to Do Not Track Signals.

12. Questions and contacting us

If you wish to request to delete your data, please do so by contacting us with the

Subject line: “Data Delete Request”

We will review your requests and respond accordingly. The rights herein are not absolute, and we reserve all of our rights available to us at law in this regard. Additionally, if we retain your personal information only in de-identified form, we will not attempt to re-identify your data. We will process your request within the time provided by applicable law.

If you make a request related to personal information about you, we will need to verify your identity. To do so, we will request that you match specific pieces of information you have provided us previously, as well as, in some instances, provide a signed declaration under penalty of perjury that you are the consumer whose personal information is the subject of the request. If it is necessary to collect additional information from you, we will use the information only for verification purposes and will delete it as soon as practicable after completing the request. For requests related to particularly sensitive information, we may require additional proof of identification.

13. Updates to this Privacy Notice and Additional Information

This Privacy Notice may be updated periodically to reflect changes in our information practices or as may be required by law. By using this Website you agree with the Terms of our Privacy Notice.

Studio Ludovica Mazzucatoand our third-party partners, such as analytics and content delivery partners, use various technologies to collect information, such as cookies, web beacons, and IP Addresses. This notice explains how we use cookies and other tracking technologies and how you can manage your preference regarding their use.

COOKIES

Cookies are small text files that are placed on your computer or device by websites that you visit. They are widely used in order to make websites work, or work more efficiently, as well as to provide information to the owners of the site. We use cookies for various purposes, which can be captured under the following categories: Necessary, Analytics, and Functional.

NECESSARY COOKIES

Most of our cookies are necessary for the operation of ludovicamazzucato.com or services that you request as an authorized user of ludovicamazzucato.com, such as to securely identify you and remember text you may have entered when you navigate back to a page in the same session. These cookies are necessary for the security and services of ludovicamazzucato.com, and as such, they cannot be disabled without impairing the functionality of ludovicamazzucato.com.

ANALYTICS COOKIES

As is true of most websites, we and our third-party service providers use cookies that collect information about the performance of ludovicamazzucato.com, including how you interact with the website and whether you encountered any errors. These cookies do not gather any personal information and are only used to improve how the website works.

FUNCTIONAL COOKIES

We also use cookies to provide optional features and functionality that you may access on ludovicamazzucato.com. For example, a cookie can help us identify whether you have downloaded software in the past that allows you to access documents so that you won’t have to download it again. We use cookies to customize and personalize ludovicamazzucato.com based on preferences you may have expressed either directly by selecting an option or setting or indirectly by your prior use.

MANAGING COOKIES

Most web browsers automatically accept cookies but, if you prefer, you may take certain steps to control the use of cookies by modifying your browser to reject cookies or to notify you whenever a cookie is sent to your hard drive. You can learn more about cookies and ways to manage them at http://www.allaboutcookies.org/ or http://youronlinechoices.eu. Please be aware that restricting cookies on ludovicamazzucato.com may impact the functionality and performance of the site and may result in access to some services or data being denied.

OTHER TRACKING TECHNOLOGIES USED

WEB BEACONS, LOCAL STORAGE AND SCRIPTS

We and our third-party partners may also employ web beacons or clear gifs (aka web beacons/web bugs), local storage (HTML5 storage), and scripts that help better manage content on ludovicamazzucato.com. Web beacons are tiny, clear graphics that are embedded invisibly on web pages. They are used to understand and monitor the online movements of users so that we may better understand and improve their experiences on ludovicamazzucato.com. In contrast to cookies, which are stored on a user’s computer hard drive, web beacons are not stored on a user’s computer or device. We may tie the information gathered to your personal information. Local storage functions similarly to cookies and can be managed through your browser settings. Scripts are lines of code embedded in the source of the website that do not store any information on your device, but enable certain features on the website to operate.

IP ADDRESSES

In order to use the Internet, every computer on the Internet is assigned, either temporarily or permanently, an Internet Protocol Address (IP Address) by their institution or Internet service provider. When our websites or other internet services are accessed, we collect the IP Address of the accessing system as well as statistics on the date, time, internet protocol, and amount of data transferred. We store this information to ensure our ability properly investigate cyber-attacks and to perform analytics on the use of our internet services.

THIRD-PARTY LINKS

When you click on a link to a third-party website or other third-party resource, the third party may place a cookie from its own site. We do not control the dissemination of these cookies. You should check the relevant third-party website for more information about these cookies.

Like other aggregated information from ludovicamazzucato.com that does not identify individual authorized users, we may analyze and share non-personal information collected through cookies with third parties (such as our business partners and service providers) in marketing materials and in public disclosures.

THIS IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”, “YOUR”, OR “YOURS”), AND STUDIO LUDOVICA MAZZUCATO, (“LUDOVICA MAZZUCATO”, “LM STUDIO”, “WE”, “US”, OR “OUR” ). BY SIGNING UP FOR OUR AFFILIATE PROGRAM YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THESE AFFILIATE TERMS AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION HEREIN.

Any version of these Affiliate Terms in a language other than English is provided for convenience and You understand and agree that the English language will control if there is any conflict.

All capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in our Terms of Service.

1. Overview

These Affiliate Terms contain the complete terms and conditions that apply to You when becoming an affiliate in Studio Ludovica Mazzucato’s affiliate program (the “Affiliate Program”). The purpose of these Affiliate Terms is to allow You to make affiliate commissions through sales generated from Your website to Our Services in the manner set forth herein.

2. Enrollment in the Affiliate Program

(a) Application Completion. If You have not already done so, You need to complete an application to the Affiliate Program (the “Application”). You need to identify Your website, describe how You plan to promote Studio Ludovica Mazzucato’s Services offline or online on Your website or channels, and provide certain contact information.

3. Specific Obligations of Affiliates

As a member of Our Affiliate Program, You represent, warrant, and covenant that You will:

(a) Link to Our Services. You will implement the links, banners, and other means of linking Your website to Our Services (collectively, “Referral Links”) pursuant to the referral specifications set forth in the Affiliate Program. On this page, You may be able to download certain technical materials, content, and any documentation for the foregoing (collectively, “Referral Materials”). When Our customers click through the Referral Links to purchase an item on our Websites, you can receive commissions for qualifying individual marketplace transaction purchases as described in Affiliate Commissions.

(b) Maintain Your Site/Channels: The maintenance and updating of Your website will be Your responsibility. As a member of Our Affiliate Program and because Our information is updated often, it will be necessary for You to update the Referral Materials on Your website to maintain consistency and accuracy between Our Services and the Referral Specifications.

(c) Follow and Comply with All Copyright Laws: It is entirely Your responsibility to follow and comply with all applicable copyright and other laws that pertain to Your website. We will not be responsible if You use another person's copyrighted material in violation of the law.

(d) Not to solicit Our Clients, Instructors, Partners, Sponsors, Employees, and Collaborators: As a member of Our Affiliate Program, You agree not to directly or indirectly, for Yourself or on behalf of another, solicit business away from, or solicit, induce, influence, or encourage any of Our Clients, Instructors, Partners, Sponsors, Employees, and Collaborators to upload their content on Your websites and/or platforms, or otherwise alter, terminate or breach their contractual or other business relationship with Us. Non-solicitation penalty fees apply. Please review our Terms of Service.

4. Affiliate Responsibilities

As a member of Our Affiliate Program, You understand and agree that:

(a) We Can Monitor Your Site: You hereby give Us the right to monitor Your website at any time to determine if You are following these Affiliate Terms, and to notify You of any changes We feel You should make to remain in compliance. Further, You must comply with any requests we make for you to take down specific content from your website. Failure to comply is a violation of these Terms and grounds for termination of Your affiliate status.

(b) We Determine the Policies for Referred Customers: Persons who become customers of Our Services through referrals made in the Affiliate Program will be considered Our customers, at Our sole discretion. All Our terms, rules, policies, and operating procedures that apply to Our Users will apply to such referred customers. We may change Our terms, rules, policies, and operating procedures at any time, as further described in Our Terms of Use and Our other terms as We may post from time to time

(c) You will not promote Studio Ludovica Mazzzucato through paid advertising or media buying that leads directly to our website (found at www.ludovicamazzucato.com). You will not bid on our-branded keywords as an affiliate. This applies to all advertising platforms and to all affiliates unless direct approval from us is granted.

(d) You will not use Our company name or variations of Our company name in your Domain Names or Social Media pages: You may not register or purchase domain names that include Our company’s name or any misspellings or variations of Our company name to run promotions as an affiliate. Additionally, you may not include Our Company name, variations of Our company name, or the look and feel of Our social media pages on any social media pages (i.e. Facebook Fan Page) where You run promotions as an affiliate.

(e) You will be Responsible for Your Website’s Content: You may not promote Our content and Our Services on a website that contains any form of misleading, defamatory, obscene, illegal, bigoted, pornographic, or any other content deemed offensive by Us.

(f) You will not promote using cookie-stuffing: You may not use cookie-stuffing techniques or click-generators that set the tracking cookie without the user clicking on the Referral Link. You will not artificially generate clicks or impressions on your site or create visits on our site, whether by way of a robot or software program or otherwise.

(g) You will not mimic Our media and content: Publishers must make sure that his or her media does not copy or resemble the look and feel of our website or create the impression that Your media is part of Our company's website. You also understand that using the language found on Our pages verbatim is not allowed unless it is to describe the content found on any given course landing page.

(h) You will be Responsible for Your use of content found on Our site. You may create Your promotional materials using pages from our site as a reference. You may also use images and part of the text on Our pages to promote the products accurately on Your site. However, You may NOT download, copy, or use video content (free or paid), materials (PDFs, images, or extra material), or descriptions and upload them on Your site(s). Violation of this provision may result in the immediate termination of Your affiliate account and penalty fees.

(i) You will not use spyware, malware, viruses, and the like: You may not include on your site, display, or otherwise use Referral Links or other Content that uses any spyware, malware, or viruses, or any software application not expressly and knowingly authorized by users before being downloaded or installed on their computer or other electronic device.

(j) You will be open and honest about Your relationship with Us: You may not misrepresent or embellish the relationship between you and us or imply any relationship or affiliation between you and us or any other person or entity except as expressly permitted by this affiliate Agreement. You may not represent yourself as an agent or employee of Studio Ludovica Mazzucato or represent that you have the authority to bind us to a contract.

(k) You cannot utilize a browser extension to promote us without direct approval from us. All coupon codes available in the extension must be approved by us. You also understand and agree that your browser extension cannot allow users to upload new coupons into the extension's feed.

(l) You will not earn commissions for free content or products: Our site contains paid and free items. Any customer You refer to Us who subsequently enrolls in a free masterclass or uses a 'free promo code' to get a paid item for free will not be eligible to earn You a commission and that particular sale will not appear on Your affiliate account. We will terminate the account of Affiliates who only promote free courses, or Affiliates who promote primarily free courses.

(m) You will be mindful of who You do business with: You may not use marketing practices that attract fake customers. We, in our sole discretion, will determine whether someone is a fake customer.

(n) You will ensure your sub-affiliates follow all of Our terms: You have the right to work with a sub-affiliate network so long as your sub-affiliates follow Our Affiliate Terms. You understand that You are responsible for Your sub-affiliates’ compliance with these terms and that non-compliance by any of Your sub-affiliates may result in the termination of Your affiliate account.

(o) For Studio Ludovica Mazzucato’s employees who are also Studio Ludovica Mazzucato Affiliates: You will make it clear you are our employee when promoting us as an affiliate. As our employee, You agree to clearly state in all promotional posts or promotions containing our affiliate links Your employee and affiliate relationship with us via a disclaimer. Specific requirements and examples for our Affiliates who are also our employees are provided directly to the employee.

These Affiliate Terms will begin and become effective upon Our acceptance of Your Application.

5. Affiliate Commissions

(a) Eligibility: Except in jurisdictions in which such a transaction is not permitted, You are eligible to earn affiliate commissions through Referrals (as defined in section (b) below) during the term of these Affiliate Terms.

6. Licenses

(a) You hereby grant Us a non-exclusive, non-transferable, revocable right to use Your names, titles, and logos in the advertising, marketing, promoting, and publicizing in any manner of Our rights under these Affiliate Terms. However, We are under no obligation to advertise, market, promote, or publicize.

(b) We both agree not to use the other's proprietary materials in any manner that is disparaging or that otherwise portrays the other in a negative light. We each reserve all of our respective rights in the proprietary materials covered by this license. Either one of us may revoke this license at any time by giving the other written notice ending our engagement under these Affiliate Terms and Your Affiliate status. Other than the license granted in these Affiliate Terms, we each retain all rights, title, and interest to our respective rights and no right, title, or interest is transferred to the other.

7. Disclaimer

WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING STUDIO LUDOVICA MAZZUCATO. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

8. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU CONCERNING ANY SUBJECT MATTER OF THESE AFFILIATE TERMS UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE AFFILIATE TERMS, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE AFFILIATE TERMS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL REFERRAL FEES PAID TO YOU UNDER THESE AFFILIATE TERMS.

9. Indemnification

You agree to indemnify and hold harmless Studio Ludovica Mazzucato and its employees, representatives, agents, and affiliates, against any claims, suits, actions, or other proceedings brought against them based on or arising from any claim resulting from Your breach of these Affiliate Terms. You will pay any and all costs, damages, and expenses, including, but not limited to, legal fees and costs awarded against or otherwise incurred by Us in connection with or arising from any such claim, suit, action, or proceeding.

10. Termination

Studio Ludovica Mazzucato or You can Each End Our Engagement Under these Affiliate Terms: Either Us or You may end these Affiliate Terms AT ANY TIME, with or without cause. To Terminate the agreement, You shall give 45 days notice to billing@galleriataralli.com

11. Modification

From time to time, We may update these Terms to clarify Our practices or to reflect new or different practices, for example We may change the scope of Referral Fees, payment procedures, Affiliate Program rules, Referral Specifications or Referral Materials, and Studio Ludovica Mazzucato reserves the right in its sole discretion to modify and/or make changes to these Affiliate Terms at any time, at Our sole discretion. Modifications will become effective on the day they are posted unless stated otherwise. If any modification is unacceptable to You, Your only option is to end Your participation by giving 45 days’ notice. Your continued access will be contingent on Your acceptance of Our updated Affiliate Terms. You should visit the Services regularly to ensure You are aware of any changes to the Affiliate Terms, as any revised Affiliate Terms shall supersede all previous Affiliate Terms.

12. Miscellaneous

(a) You represent and warrant to Us that:

(i) These Affiliate Terms constitute Your legal, valid, and binding obligation, enforceable against You in accordance with the terms and conditions set forth herein;

(ii) You have the full right, power, and authority to accept and be bound by these Affiliate Terms and to perform Your obligations under these Affiliate Terms, without the approval or consent of any other party;

(iii) You have sufficient right, title, and interest in and to the rights granted to Us in these Affiliate Terms; and,

(iv) YOU HAVE READ AND TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THESE AFFILIATE TERMS PRIOR TO ACCEPTING THESE AFFILIATE TERMS.

(b) Independent Contractors. Each of us shall be deemed to be an independent contractor with respect to the subject matter of these Affiliate Terms, and nothing contained in these Affiliate Terms shall be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship. You will not make any statement, whether on your site or otherwise, that contradicts or may contract anything in this paragraph.

(c) Assignability. You may not assign Your rights or obligations under these Affiliate Terms to any party, and any attempt to do so will be void and without effect. We are free to assign these Affiliate Terms.

(d) Governing Laws. These Affiliate Terms shall be governed by the substantive laws of British Columbia without reference to its choice or conflicts of law principles that would require the application of the laws of another jurisdiction and shall be considered to have been made and accepted in British Columbia. Any dispute that may arise in connection with these Affiliate Terms shall be resolved in accordance with our Terms of Use.

(e) You may not amend or waive any provision of these Affiliate Terms unless in writing and signed by both of us.

(f) Entire Agreement. These Affiliate Terms represent the entire agreement between Us and You, and shall supersede all prior agreements and communications between us, oral or written.

(g) Headings and Titles. The headings and titles contained in these Affiliate Terms are included for convenience only, and shall not limit or otherwise affect the terms herein.

(h) Severability. If any provision of these Affiliate Terms is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of both of us is effectuated, and the remainder of these Affiliate Terms shall have full force and effect.